Every company, sooner or later, must submit a corporate act for registration, whether it involves a change of corporate name, the admission of a partner, or a capital change, among other amendments. At this stage, a single oversight in the documents can turn into a formal requisition, delaying the registration of the act.
Properly organizing corporate acts is a step that requires careful attention, as the sequence of documents and accuracy in registration data can determine whether the process moves forward smoothly or is returned with requisitions.
What Are the Most Common Requisitions in the Registration of Corporate Acts?
Most requisitions do not arise from complex legal issues, but rather from minor errors in data included in the documents themselves. These are simple pieces of information, overlooked due to carelessness or lack of familiarity.
The examples recur frequently, and not by chance. Article 997 of the Civil Code and the registration manuals require, in the qualification of an individual partner, the full legal name, marital status, and, if married, the property regime; Date of birth, if single; and the identity document number along with the issuing authority. If any of these elements are missing, the filing is returned so that the requisition can be satisfied.
Marital status, moreover, is not a mere administrative formality. It is a piece of data used to verify legal prohibitions, such as the one prohibiting a company formed exclusively between spouses under certain property regimes. These details, although simple, are decisive, and anyone not familiar with the routine of Commercial Registries will hardly anticipate them.
Why Is the Procedure Not Uniform Across the Country?
Much of the confusion stems from a mistaken assumption that the procedure is identical throughout Brazil. On one hand, Commercial Registries are currently guided by DREI Normative Instruction No. 81/2020, which consolidated procedures nationwide. On the other hand, each Commercial Registry enjoys autonomy to enact internal rules through its own service orders.
The accepted forms of digital signature, for instance, vary from one registry to another. And even within a single Commercial Registry, different examiners may adopt distinct interpretations, making it essential to comply with the rules in force at the specific time and location of the filing.
Requisitions and the Importance of Prior Review of Corporate Acts
There are situations in which a company chooses to proceed with the filing even aware of the risk, in order to preserve deadlines, given the retroactive effect that applies to a subsequent rectification. This is a technical decision, made with full awareness of its implications.
However, if that is not the case, one way to mitigate risks is to submit the documents to a specialized prior review to anticipate what Commercial Registries typically point out, verify critical data before signatures are collected, and assemble the filing in the correct order—a precaution that prevents the cascade effect detailed in our article on filing corporate acts with the Commercial Registry.
PLBrasil Paralegal operates in the prior review and management of corporate act registrations, identifying sensitive issues prior to filing, interpreting requisitions clearly, and seeking the fastest paths for processing, with a focus on reducing rework and providing predictability at every stage.
