Artigos e Alertas


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Digital signatures in corporate acts and documents in M&As

25/02/2019

Why do I still need to sign this? Who has never questioned this when signing – and initializing – a large volume of contracts and corporate acts in Brazil?

It seems that nothing has evolved since the invention of paper, pen and authenticated signature (when a certified public officer puts a stamp indicating that your signature is truly yours).

On 2001, the Brazilian Federal Government released the Brazilian Public Key Infrastructure (ICP-Brasil), a series of norms and protocols that created a digitized system to certify and guarantee authenticity over authorship of electronic files. ICP Brasil allows the issuance of digital certificates that, through a specific and open-source software, replaces the physical signature of documents by the digital signature. Since then, documents digitally signed are considered valid for all legal purposes in Brazil.

Although this convenience exists for almost 20 years, its use is still very much associated with the authentication in government agencies’ systems and is little adopted by the private sector in general.

The good news is that this scenario seems to have its days numbered.

On November 9, 2018, the Brazilian National Department of Corporate Registration (DREI) published the Normative Instruction No. 52 that establishes the rules for the registration of corporate acts digitally signed.

Since then, the Brazilian Board of Trades are authorized to adopt registration procedures totally digital. As the migration to a complete electronic system is complex, in practice those entities that still use the physical protocol (on paper) are already accepting the signing of corporate acts via ICP-Brasil digital certificates, as is the case of in the Board of Trade of the State of São Paulo.

It is expected that this encourages companies and individuals to break through the resistance in adopting the digital signature in private contracts, such as share purchase and sale agreements, shareholder agreements, loan agreements, pledge agreements, etc. It is worth mentioning that some companies already adopt exclusively the digital signature in their corporate acts.

This will dramatically facilitate closing of M&A transactions in Brazil, reducing transaction costs. The digital signature can be implemented immediately by any e-CNPJ or e-CPF bearer.

Candido Martins Advogados is at your disposal should you need any clarification.