Post by xyz3800 on Feb 28, 2024 2:29:17 GMT -6
The Department of Business Registration and Integration (Drei) is a component body of the National Commercial Companies Registration System (Sinrem) and its function is to supervise, coordinate and guide, at a technical level, the bodies responsible for carrying out registration services public of commercial companies and related activities. In addition, the Drei also edits, exclusively, the general rules and directives for the public registry of commercial companies and related activities, which makes commercial boards technically subordinate to that body. Using its powers, Drei, on March 8, published Normative Instruction 55, which amended the Individual Limited Liability Company Registration Manual (Eireli). As is known, the Individual Limited Liability Company was introduced into the Brazilian legal system through Law 12,441/2011, which inserted article 980-A into the Civil Code, which has the following text: “Art. 980-A.
The individual limited liability company will be constituted by a single person holding the entire share capital, duly paid in, which will not be less than 100 (one hundred) times the highest minimum wage in force in the country”. Despite being similar to an individual entrepreneur (article 966 of the Civil Code) [1] , in the sense of having a single owner, the coincidences end there. Eireli was included among the legal entities governed by private law Exit Mobile Number List referred to in article 44 of the Civil Code, through section VI [2] . In this way, as it is a legal entity, Eireli is elevated to the status of a subject of law, with its own assets that cannot be confused with that of the person who holds all of its capital. Consequently, this legal entity must avoid any confusion between its assets and the assets of its owner, under penalty of applying the theory of piercing the corporate veil (article 50 of the Civil Code) [3] .
Well then. The aforementioned IN 55 now admits, as holder of an Eireli, the incapacitated person, as long as they are duly represented or assisted, according to the degree of their incapacity, and with administration in the hands of a third person who is not impeded. It is important to highlight that there is no express prohibition that prevents those incapable of becoming the holder of an Eireli, however, the commercial boards, by analogy to the prohibition that the Civil Code (article 972 of the Civil Code) [4] imposed on the individual entrepreneur from exercising business activity without the full enjoyment of civil capacity, ended up rejecting the registration of Individual Limited Liability Companies whose owners were incapacitated natural persons. Normative Instruction 55 follows in the wake of developments brought by Drei to the Eireli institute.
The individual limited liability company will be constituted by a single person holding the entire share capital, duly paid in, which will not be less than 100 (one hundred) times the highest minimum wage in force in the country”. Despite being similar to an individual entrepreneur (article 966 of the Civil Code) [1] , in the sense of having a single owner, the coincidences end there. Eireli was included among the legal entities governed by private law Exit Mobile Number List referred to in article 44 of the Civil Code, through section VI [2] . In this way, as it is a legal entity, Eireli is elevated to the status of a subject of law, with its own assets that cannot be confused with that of the person who holds all of its capital. Consequently, this legal entity must avoid any confusion between its assets and the assets of its owner, under penalty of applying the theory of piercing the corporate veil (article 50 of the Civil Code) [3] .
Well then. The aforementioned IN 55 now admits, as holder of an Eireli, the incapacitated person, as long as they are duly represented or assisted, according to the degree of their incapacity, and with administration in the hands of a third person who is not impeded. It is important to highlight that there is no express prohibition that prevents those incapable of becoming the holder of an Eireli, however, the commercial boards, by analogy to the prohibition that the Civil Code (article 972 of the Civil Code) [4] imposed on the individual entrepreneur from exercising business activity without the full enjoyment of civil capacity, ended up rejecting the registration of Individual Limited Liability Companies whose owners were incapacitated natural persons. Normative Instruction 55 follows in the wake of developments brought by Drei to the Eireli institute.