On March 3, 2017, Normative Instruction No. 34 was issued by the Department of Integration and Company Registration (“DREI”), which provides rules for the registration with the local Boards of Trade of corporate acts of Brazilian companies that have as owners: (i) foreigners residing and domiciled in Brazil, (ii) Brazilian citizens or foreigners residing and domiciled abroad, and (iii) legal entities headquartered abroad (“IN 34”).

On March 3, 2017, Normative Instruction No. 34 was issued by the Department of Integration and Company Registration (“DREI”), which provides rules for the registration with the local Boards of Trade of corporate acts of Brazilian companies that have as owners: (i) foreigners residing and domiciled in Brazil, (ii) Brazilian citizens or foreigners residing and domiciled abroad, and (iii) legal entities headquartered abroad (“IN 34”).

More specifically, IN 34 governs the identification and representation documents pertaining to the partners that must be submitted to the local Board of Trade for registration of corporate acts of Brazilian companies that have the persons mentioned above as shareholders or quotaholders.

Among the documents required by IN 34, we highlight the requirement of a power-of-attorney granted by the partner residing and domiciled or headquartered abroad to an individual residing and domiciled in Brazil, as required by local corporate legislation.

According to Article 2 of IN 34, individuals or legal entities residing and domiciled or headquartered abroad that hold an equity interest in Brazilian companies or cooperatives shall grant a power-of-attorney for an indefinite period of time to a legal representative in Brazil containing, at least, the powers to receive service of process in connection with lawsuits brought against them in Brazil. In addition to the formalities of notarization and legalization abroad, this power-of-attorney must be registered with the competent Board of Trade in Brazil.

Accordingly, if a partner of a Brazilian company currently residing and domiciled abroad has granted a power-of-attorney to a legal representative in Brazil for a determined period of time, this partner must grant a new power-of-attorney for an indefinite period of time that also contains, at least, the power to receive service of process, as mentioned above.

If the current power-of-attorney is silent with respect to its term, it is assumed that it has been granted for an indefinite period.

IN 34 will enter into force on May 2, 2017.

(DREI Normative Instruction No. 34 of March 3, 2017, and Law 6,404 of December 15, 1976.)