Registro Empresarial

Summary

In this lecture, Mariana Costa, a professor of Business Law, delves into the essential topic of business registration, a key legal obligation for both individual entrepreneurs and business corporations under Brazilian law. She explains the requirement for registration in the Public Registry of Enterprises before beginning business activities, as outlined in the Civil Code. Mariana highlights the distinction between regular and irregular entrepreneurs, consequences for non-compliance, and the role of the National Business Registration System. The session also touches upon legal aspects like filing amendments, the certification process, and the concept of legal personality for businesses in Brazil.

Takeaways

• 😀 Registration of a business is a legal obligation for all entrepreneurs, whether individual or corporate, as specified in Article 967 of the Brazilian Civil Code.
• 😀 The definition of an entrepreneur, according to Article 966, does not require registration, but registration is necessary for legal regularity and compliance with certain rights.
• 😀 Failure to register a business does not invalidate the entrepreneur's status but renders them an 'irregular entrepreneur' without certain benefits like access to bankruptcy law or participation in public tenders.
• 😀 The new Commercial Code project in Brazil may remove the current conflict between Articles 966 and 967, emphasizing that registration will become a necessary condition for being classified as an entrepreneur.
• 😀 The legal registration of a business involves the requirement to submit acts such as contracts, alterations, and other formalities to the respective commercial registry (Juntas Comerciais).
• 😀 The Sistema Nacional de Registro Empresarial (SIREME) is a network of federal and state-level entities, with the central body being the DREI (Department of Business Registration and Integration).
• 😀 The SIREME system aims for uniformity and harmonization in business registration services, with coordination between DREI and the state commercial registries.
• 😀 Judicial actions related to business registration are divided between state and federal courts, depending on whether the issue is administrative or technical in nature.
• 😀 Businesses are required to register with the Juntas Comerciais within 30 days of executing relevant corporate acts (such as contract amendments or removal of partners), with retroactive effects if done on time.
• 😀 Anyone, without needing to prove specific interest, can consult and request certifications regarding business records at Juntas Comerciais, emphasizing the public nature of these documents.

Q & A

What is the main topic discussed in the lecture?

The lecture primarily focuses on the legal concept of 'Registro Empresarial' (Business Registration) in Brazilian law, explaining the requirements, implications, and the process of registering a business.

Is business registration in Brazil mandatory?

Yes, according to Article 967 of the Brazilian Civil Code, business registration is mandatory for all entrepreneurs, including both individual businesspersons and corporate entities, before they begin operations.

What happens if a businessperson does not register their company?

If a businessperson fails to register, they are still considered an entrepreneur, but they are classified as an 'irregular' entrepreneur. While there are no direct penalties in the Civil Code for non-registration, the businessperson faces significant limitations such as being ineligible for bankruptcy or recovery procedures, inability to participate in public bids, and tax-related issues.

How does the concept of 'irregular entrepreneur' differ from a regular entrepreneur?

An 'irregular entrepreneur' is someone who has not completed the mandatory business registration. Despite this, they are still considered an entrepreneur under the law, but they lack the benefits and protections associated with formal business registration, such as access to legal procedures and public sector engagements.

What is the National Business Registration System (SIREME) and how does it work?

SIREME is the system for business registration in Brazil, consisting of two main bodies: the DREI (Department of Business Registration and Integration) at the federal level, and the state-level *Juntas Comerciais* (Commercial Registries). The system ensures uniform and coordinated business registration processes across the country.

What happens if a business does not register within the required 30-day period?

If a business does not complete its registration within the 30-day period, the registration will only become effective from the date of actual registration, not retroactively to the date of the act. Any actions taken by the business in the interim may be considered invalid.

Can anyone access information about a registered business in Brazil?

Yes, any individual can access business registration information from the *Juntas Comerciais* without needing to prove an interest in the business. They can also request official certificates for a fee, ensuring transparency in business activities.

What is the specific case of cooperatives in terms of registration?

While cooperatives are generally considered simple societies under Brazilian law, they are an exception and must still register with the *Junta Comercial*, despite not being classified as business entities.

How have recent legal reforms impacted the business registration process?

Recent legal reforms, including the Economic Freedom Law, have simplified the business registration process. For instance, the requirement for signature recognition (authentication of signatures) has been removed, reducing bureaucratic hurdles.

What is the role of the *Junta Comercial* in the registration process?

The *Junta Comercial* is responsible for ensuring that business registration documents meet legal formalities. It does not evaluate the substance or merits of the business's internal agreements or decisions. If a document is incomplete or incorrectly filed, it will be returned for correction. The *Junta Comercial* also handles various other business-related registrations, such as auxiliary commerce professionals.