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02/04/2020HIGHLIGHTS
MP 932 reduces the rates of contributions from part of System S
As an action to deal with the crisis generated by the Covid-19 coronavirus pandemic, Provisional Measure no. 932, which exceptionally reduces the contribution rates to autonomous social services, which are part of the so-called System S.
The new rates will be applied from April 01, 2020, valid until June 30, 2020, as follows:
I - National Cooperative Learning Service (Sescoop) - 1.25%;
II - Social Service for Industry (Sesi), Social Service for Commerce (Sesc) and Social Service for Transport (Sest) - 0.75%;
III - National Commercial Apprenticeship Service (Senac), National Industrial Apprenticeship Service (Senai) and National Transport Apprenticeship Service (Senat) - 0.5%;
IV - National Rural Learning Service (Senar):
a) 1.25% of the contribution applied on the payroll;
b) 0.125% of the contribution applied on the revenue from the commercialization of rural production owed by the rural producer and the agribusiness; and
c) 0.10% of the contribution levied on the revenue from the marketing of rural production due by the individual rural producer and special insured.
Important:
1. The changes brought by MP 932 are mandatory for all companies that need to review the way of calculating the contributions to which they are required.
2. MP 932 changed only the rates it mentions.
3. Contact the person in charge of the Personnel Department of your company to find out the impact of the measure on your routine.
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HIGHLIGHTS
Provisional Measure no. 931: new deadline for ordinary general meetings
Through the publication of Provisional Measure (MP) no. 931, companies were granted more time to hold ordinary general meetings. This is yet another standard with measures to respond to the effects of the COVID-19 coronavirus pandemic.
The MP allows public limited companies (open or closed) and limited companies, whose fiscal year ends between December 31, 2019 and March 31, 2020, to hold their ordinary general meetings or shareholders' meetings / meetings within the term of seven months from the end of your fiscal year.
In addition, due to the MP, contractual provisions that require the ordinary general meeting to be held in a period shorter than that established in the new term will be considered to have no effect in the fiscal year 2020.
The terms of management or performance of the administrators, members of the fiscal council and statutory committees are extended until the ordinary general meeting is held or until the meeting of the board of directors occurs, as the case may be.
Commercial Boards
A corporate act signed as of February 16 may be presented to the Board of Trade when work is resumed, attributing retroactive effects to the respective act.
The requirement of prior filing of an act for the issuance of securities and for other legal transactions is suspended as of March 1, 2020 and the filing must be made at the respective commercial board within thirty days, counting from the date on the commercial board to reestablish the regular provision of its services.
Online meetings and assemblies
There is also permission for remote voting at meetings and assemblies for all types of companies, through an amendment promoted in the wording of the Brazilian Corporate Law and Civil Code. This possibility depends on regulations from the National Department of Business Registration and Integration (DREI).
CVM
MP 931 delegated to the Securities and Exchange Commission (CVM) the power to extend the terms established in the Brazilian Corporate Law for public companies, which was regulated by Resolution no. 849.
Among other points, it was defined for public companies with fiscal years ending between December 31, 2019 and March 31, 2020, which present the corresponding financial statements within up to five (5) months.
Limited Companies |
| Shareholders' meetings in up to seven months, counting from the end of the previous year; |
| Loss of effectiveness of contractual provisions that require the holding of shareholders' meetings before seven months, counting from the end of the year; and |
| Assembly or meeting of members with remote voting and participation of members. |
Public Companies |
| Ordinary general meetings in up to seven months, counting from the end of the previous year; |
| Permission for the board of directors to resolve, ad referendum, on urgent matters of exclusive competence of the general meeting; |
| Allows the board of directors or the executive board to declare interim dividends; |
| General meetings by closed companies in which the shareholder can participate and vote from a distance; |
| CVM is responsible for authorizing, for public companies, a general meeting outside the company's headquarters and a remote meeting. |
Validity
Like all Provisional Measures, MP 931 is valid for 60 days, as of its publication, with automatic extension for an equal period, if its voting has not been completed in the two Houses of Congress. That is, if Congress does not vote on the matter within 120 days, it loses effectiveness.
How DPC may help your company?
Domingues e Pinho Contadores has specialized team ready to assist your company.
Contact us by the e-mail dpc@dpc.com.br
See more
Sign up for our Newsletter:
Are you interested?
Please contact us, so we can understand your demand and offer the best solution for you and your company.
Rio de Janeiro
Av. Rio Branco 311, 4º e 10º andar - Centro
CEP 20040-903 | Tel: +55 (21) 3231-3700
São Paulo
Rua do Paraíso 45, 4º andar - Paraíso
CEP 04103-000 | Tel: +55 (11) 3330-3330
Macaé
Rua Teixeira de Gouveia 989, sala 302 - Centro
CEP 27910-110 | Tel: +55 (22) 2773-3318
