Brazil and Covid-19: New provisional measures

published on 7 April 2020 | reading time approx. 2 minutes

Labor aspects

PROVISIONAL MEASURE PROVIDES FOR THE REDUCTION OF THE SOCIAL SECURITY (INSS)

Exceptionally, until June 30, 2020, the rates of contributions to autonomous social services are reduced to the following percentages:

I - Sescoop – one and twenty-five hundredth per cent;
II - Sesi / Sesc / Sest - seventy-five hundredths per cent;
III - Senac / Senai / Senat - five tenths of a per cent;
IV - Senar (assessed on a case-by-case basis).

 
The provisional measure comes into force on April 1, 2020. If you are interested we can help you to verify possible advantages for your company.
 

Tax aspects

With regards to the companies under the Simples Nacional, in addition to the deferment for the payment of taxes as informed in our initial alert, there has also been the postponement to present the yearly ancillary tax declarations (Defis and DASN-Simei) concerning Fiscal Year 2019, until June 30th, 2020 (instead of  March 31st, 2020), by force of the Resolution CGSN 153, issued by Simples Nacional Management Committee.
Another relevant aspect was the 90-day extension of the validity of Negative Certificates of Federal Tax Credits and Federal Indebtedness (CND) and Positive Certificates with Negative Effects of Federal Tax Credits and Federal Indebtedness (CPEND) valid until the date of publication of the Joint Ordinance (Joint Ordinance of the Ministry of Economy and Special Secretariat of the Brazilian Federal Revenue n. 555 of March 23rd, 2020), that is, valid on March 24th, 2020.
 

Corporate aspects

PROVISIONAL MEASURE 931/2020 ANNUAL SHAREHOLDERS' GENERAL MEETING FOR CORPORATIONS AND LIMITED LIABILITY COMPANIES; REGISTRATION OF CORPORATE ACTS

Provisional measure 931/2020 was published on March 30, 2020, amending the Corporations Law, the Civil Code and the Laws of Cooperatives in order to make the deadlines for holding Annual Shareholders' General Meeting more adaptable in view of the Covid-19 crisis:

• Postponement of the deadline for the Annual Shareholders' General Meeting: The limited liability company or corporation whose financial year ends between December 31st 2019 to March 31st 2020, may exceptionally, on the basis of the provisional measure 931/2020, hold the Annual Shareholders' General Meeting within 7  months from the closing of its financial year. Other contractual provisions and acts requiring the holding of the Annual Shareholders' General Meeting in a period of time shorter than the one stipulated by law, shall be considered ineffective in the financial year 2020. The term of office of the Managing Directors and members of the Fiscal Council, scheduled to end before the Annual Shareholders' General Meeting, shall be extended until such meeting is held.
• Postponement of the beginning of the 30-day period for filing acts at the Boards of Trade: During the period of restrictive measures to the normal functioning of the Boards of Trade, acts signed as of February 16, 2020, shall have a period of 30 days from their signature, with the right to retroact its effects to the date of signature, as of the date on which the respective Trade Board reestablishes its services to normality.
• Interruption of former registrations: The requirement of filing with the Board of Trade in corporate acts for the execution of legal transactions shall be suspended as of March 1, 2020 and the filing shall be made with the respective Board of Trade within 30 days as of the date on which the Board of Trade reestablishes the regular provision of its services.
• Provisional Measure 931/2020 also stipulates that the shareholder may attend (virtually) at the Annual Shareholders' General Meeting and vote remotely, in accordance with the provisions of the National  Business Registration and Integration Department (DREI) of the Special Secretariat for Debureaucratisation, Management and Digital Administration of the Ministry of Economic Affairs. Please note that for corporations the regulations of the Securities and Exchange Commission (CVM) must be observed.
   

Our teams of experts will keep monitoring the Brazilian developments and will inform you immediately of any changes that could affect your business activities in Brazil.