On January 25, 2022, the Executive Branch issued Decree No. 6583/2022, whereby Law No. 6872/2021 “WHICH ESTABLISHES A SPECIAL AND TRANSITIONAL REGIME FOR RENEWAL OF STOCK COMPANIES THAT FAILED TO MEET PROVISIONS OF LAW No. 5895/2017 ON TRANSPARENCY IN PARTNERSHIPS BASED ON SHARES, AS AMENDED BY LAW No. 6399/2019” was established.
Let us remember that said Law No. 6872/2021 was enacted with the intention of regularizing the obligation to transform bearer shares into registered shares in Public Limited Companies -as provided by Law No. 5895/2017- in search of generating transparency and avoiding the dissolution of non-compliant Companies
Specifically, the aforementioned Regulatory Decree of the Law provides that the companies allowed to adhere are those that have not fulfilled any action towards the exchange of bearer shares by registered shares and those that, having modified their bylaws for the conversion of bearer shares into registered shares, have not yet exchanged any, or fulfilled it out of the maximum legal term.
In addition, the regulation explains that the Extraordinary Meeting of Sharehoders to be held within the framework of the renewal must be done keeping all legal formalities in force and the decision made therein must be agreed unanimous by the attending shareholders. It is also established that renewal of the company must be resolved in the same act, as well as the Bylaws amendment for the conversion of bearer shares into registered shares and consequent exchange of shares through the issuance of provisional certificates.
It should be noted that, upon holding the Meeting, a fee will be generated by the Marangatu Tax Management system to enable communications before the General Directorate of Legal Persons and Structures and Final Beneficiaries (DGPEJBF), which must be paid in advance.
This way, in order to benefit from the special regime, the expiration schedule established in the Decree for the fulfillment of the company renewal process must be taken into account.
After the communication, the company must make the subsequent filings to obtaing the protocolization of the Extraordinary Meeting of Shareholders for amending the bylaws and registering it before the General Directorate of Public Registries, followed by registration of the Company before the DGPEJBF. Finally, the other requirements for the completion of the procedure must be met within the term established in the Decree.
The regulation also establishes that companies that have not completed the exchange of all the bearer shares may continue to operate normally after proceeding to reduce the capital amount for the value of the non-exchanged shares.
By Paulina Figari