The Declaration of Authenticity at the Commercial Registry is one of the most relevant, and least understood, elements of digital corporate processes. Although often associated with recent digital transformation, this requirement is a long-standing legal duty. However, it was with the enactment of Law No. 13,874/2019 (the Economic Freedom Law) that the subject took on a new dimension, by allowing for the simplification of formalities and reinforcing the liability of qualified professionals.
What is a Declaration of Authenticity?
It is the instrument by which a qualified professional certifies that the documents presented in a certain process are true and match the originals. In practice, it fulfills a vital role: replacing traditional procedures, such as notarization of signatures and documents.
With the digitization of processes in the Commercial Registries, this Declaration became even more relevant. After all, in a fully electronic environment, someone needs to be formally liable for the veracity of the documents presented.
Who can sign the Declaration of Authenticity?
The legislation allows the Declaration of Authenticity to be signed by lawyers regularly enrolled with the Brazilian Bar Association (OAB) and by accountants with active registration with the Regional Board of Accountants (CRC). Such professionals act as guarantors of documentary authenticity, assuming civil and criminal liability for the information declared.
This procedure was intensified during the pandemic, when access to notaries and face-to-face certifications became limited, consolidating the Declaration of Authenticity as a standard practice in digital processes at the Commercial Registries.
Is the Declaration still required even if the document has a digital signature?
Yes, and this is a point that still raises doubts. Even when documents are digitally signed within the Commercial Registry platform, the Declaration of Authenticity continues to be required.
This is because the digital signature guarantees who the author of the document is, while the Declaration of Authenticity ensures the veracity of the content and documentation presented. These are, therefore, complementary tools, rather than substitutes.
Liability and risks involved in the Declaration of Authenticity
A declaration of authenticity is not just a merely formal act. By signing it, the professional declares that they have verified the documentation presented, confirm its authenticity, and accept full liability for the statements made therein.
In the event of fraud or inconsistency, the consequences may be relevant. When there is evidence of irregularity, the commercial registries usually refer the case to their internal attorneys’ offices, which may result in the Public Prosecutor’s Office or the Civil Police being called in for investigation purposes. This scenario reinforces the need for caution and careful analysis of the documents before signing the Declaration.
Forms and standardization in the Commercial Registries
The commercial registries, in general, provide standard forms of Declaration of Authenticity, which must be adapted according to the specific case. Still, the use of forms does not eliminate the need for critical analysis.
The signatory assumes full liability, regardless of the format adopted.
A subject that connects to digital signature
The Declaration of Authenticity is directly related to the subject of electronic signature in the commercial registries’ processes, especially in the states that adopt their own flows and specific systems, such as in Rio de Janeiro (JUCERJA).
Understanding how these instruments complement each other is essential to avoid procedural errors. For further insight, it is advisable to read the article regarding the JUCERJA digital signature portal and its practical implications.
More than a mere formality, an element of legal certainty
The Declaration of Authenticity represents one of the pillars of the digitization of business records in Brazil. It allows the simplification of procedures, the reduction of bureaucracy and greater agility in processes. At the same time, it transfers to the professional signing the Declaration the liability for the veracity of the information filed.
PLBrasil Paralegal conducts corporate processes with a focus on the prior validation of documents and risk mitigation, ensuring that the process occurs regularly, safely and in line with the requirements of the commercial registries.
