New system represents a big improvement when compared with the traditional method of manual bookkeeping
The bookkeeping of corporate events has historically been made in old-fashioned paper books, with handwritten entries. Minor improvements were implemented over the decades, but the system is still widely regarded as archaic.
In the case of Brazilian corporations (sociedades anônimas), books are used to document the existing nominative shares, share transfers events, minutes of general meetings of shareholders, as well as directors’ and board meetings, to mention the most relevant ones.
The innovations of the new norm will require those books to be exclusively digital, using an electronic platform to be adopted by the State trade boards in which the information may be uploaded by the companies’ legal representatives. No new paper books will be allowed when the new rules become effective.
Companies using paper books that were authenticated prior to the new rules, however, may continue to use them until the last page. For this reason, it is expected that many companies do not migrate to the new system immediately and that some physical books remain in use for some years.
Companies that split or merge will be required to present books containing all matters occurred until the event, while companies that undergo a transformation (from a corporation into a limited liability company, for example) will continue using its previous books, with a specific remark on the opening and closing pages indicating the new corporate format.
Another useful rule contained in that norm is that old books that are incomplete may be signed not only by those that were responsible at the time of past events, but also, alternatively, by the current accountants or legal representatives.
This modernization of corporate and accounting practices is welcome, as it will bring convenience, safety and speed to the bookkeeping. It is in line with other positive measures that occurred or developed during the pandemic, like the possibility of holding general meetings in a virtual setting, as well as an expansion of the use and acceptance of electronic signatures, which are now commonplace in Brazilian trade boards and notary offices.
Orlando Parente da Camara Filho – Graduated from UFAM (Universidade Federal do Amazonas) in 2002. In December 2004, he obtained the degree of Specialist in Contract Law by PUC-SP (Pontifícia Universidade Católica de São Paulo). He also holds a Specialization Degree in Corporate Law, also from PUC-SP. Member of the Brazilian Bar Association, São Paulo State, since 2004. Associated to the American Bar Association.