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Brazilian Economic Freedom Act: English translation

See below a Portuguese-English translation of the Brazilian Economic Freedom Act - Lei de Liberdade Econômica





Overview


On September 21, 2019, Law 13,874/2019 came into effect. Called the Economic Freedom Act, this law marks a major step toward greater economic freedom and a more business-friendly environment in Brazil. The Law was a conversion of Provisional Measure 881/2019, which was published on April 30, 2019 by then-President Bolsonaro.


The Economic Freedom Act creates the Economic Freedom Bill of Rights to protect the free market and the free exercise of economic activities. In addition, the ELL establishes the interpretation and application of civil, business, economic, urban planning, and labor norms, with the following guiding principles:

  • freedom as a guarantee in the exercise of economic activities;

  • The good faith of the private individual before the public authority;

  • the State's subsidiary and exceptional intervention in the exercise of economic activities; and

  • the recognition of the vulnerability of the private individual before the State.

In sum, the Economic Freedom Act has the potential to bring enormous advances to the regulatory environment and productive activity in Brazil. Free enterprise is a constitutional principle, and strengthening it is a big step towards making Brazil a more competitive and business-friendly economy.


For this to happen, the Act must be fully observed by the Public Administration and its effects must be felt in the market. Unfortunately, four years after its publication, the Actstill lacks full application.


The continuity of public policies for the debureaucratization and promotion of entrepreneurship can lead to the much desired growth of the Brazilian economy. By making it easier to do business, Brazil would be able to reduce the Brazil Cost and gain positions in economic freedom indexes, such as the World Bank's Doing Business.


See below a Portuguese-English translation of the Economic Freedom Law. The original version is published here.


If you need to expedite the translation of contracts and other legal documents, get in touch.



Law n. 13.874, of September 20th, 2019 - Economic Freedom Act

Lei 13.874/2019 - Lei de Liberdade Econômica


Presidency of Brazil

Office of the Secretary-General

Subcabinet for Legal Affairs


Establishes the Declaration of Rights of Economic Freedom; establishes free market guarantees; amends Laws 10.406, of January 10, 2002 (Civil Code), 6.404, of December 15, 1976, 11.598, of December 3, 2007, 12.682, of July 9, 2012, 6.015, of December 31, 1973, 10.522, of July 19, 2002, 8,934, of November 18, 1994, Decree-Law No. 9.760, of September 5, 1946, and the Consolidation of Labor Laws, approved by Decree-Law No. 5.452, of May 1, 1943; repeals Delegated Law No. 4, of September 26, 1962, Law No. 11.887, of December 24, 2008, and provisions of Decree-Law No. 73, of November 21, 1966; and makes other provisions.


THE PRESIDENT OF THE REPUBLIC announces that the National Congress decrees, and I sanction the following law:


CHAPTER I

GENERAL PROVISIONS


Art. 1. The Declaration of Rights of Economic Freedom is hereby instituted, which establishes rules to protect free enterprise and the free exercise of economic activity and provisions on the performance of the State as a normative and regulatory agent, pursuant to item IV of the head provision of art. 1, in the sole paragraph of art. 170 and the head provision of art. 174 of the Federal Constitution;


§ 1 The provisions of the Law must be observed in the application and interpretation of civil, corporate, economic, urban, and labor law in the legal relationships within its scope and public order, including the exercise of professions, trade, registry of commerce, public records, traffic, transportation, and environmental protection.


§ 2 All public order rules regarding private economic activities shall be interpreted In favor of economic freedom, good faith, and respect for contracts, investments, and property.


§ 3 The provisions of this Chapter and Chapters II and III of this Law do not apply to tax law and financial law, except as provided in item X of the head provision of art. 3 of this Law. (Wording given by Law No. 14.195, of 2021)


§ 4 The provisions of articles 1, 2, 3, and 4 of this Law constitute a general rule of economic law, in accordance with the provisions of item I of the head provision and §§ 1, 2, 3, and 4 of art. 24 of the Federal Constitution, and shall be observed for all public acts of the release of economic activity performed by the States, the Federal District and the Municipalities, pursuant to § 2 of this article.


§ 5 The provisions of item IX of the head provision of art. 3 of this Law do not apply to the States, the Federal District, and Municipalities, unless:


I - the public act of authorization of economic activity is derived or delegated by ordinary federal legislation; or


II - the federal entity or the body responsible for the act decides to observe the provisions of item IX of the head provision of article 3 of this Law by means of valid and proper documentation.


§ 6 The law considers the following as public acts of liberalization: license, authorization, grant, application, permission, permit, accreditation, study, plan, registration, and other acts required under any name by a federal government agency or entity in the application of legislation as a condition for the pursuit of economic activity, including the commencement, continuation, and end for the installation, construction, operation, production, use, exercise, or the performance, in the public or private sector, of activity, service, place of business, profession, installation, operation, product, equipment, vehicle, building, and others.


Art. 2. - These are the guiding principles of this Law:


I - freedom as a guarantee in the performance of economic activities;


II - the good faith of the individual before the government;


III - the subsidiary and exceptional intervention of the State in the performance of economic activities; and


IV - the recognition of the vulnerability of the individual before the State.

Sole paragraph. Regulation shall establish the criteria for the non-application of item IV of the head provision of this article, limited to issues of bad faith, hypersufficiency, or recidivism.


CHAPTER II

DECLARATION OF RIGHTS OF ECONOMIC FREEDOM


Art. 3 Every individual or legal entity has the following rights, which are essential for the economic development and growth of the country, according to the provisions of the sole paragraph of art. 170 of the Federal Constitution:


I - to develop low-risk economic activities, for which it uses exclusively its own private property or that of consenting third parties, without the need for any public acts to authorize such economic activity;


II - to develop an economic activity at any time or day of the week, including holidays, without incurring any additional charges, observing:


a) environmental protection standards, including those for repression of noise pollution and disturbance of public peace;


b) restrictions arising from a contract, condominium rules, and regulations, or other legal transaction, as well as those arising from the rules of real law, including those related to neighborhood rights; and


c) labor legislation;


III - to freely define, in non-regulated markets, the price of products and services as a consequence of changes in supply and demand;


IV - to be equitably treated by public administration bodies and entities regarding acts of authorization of economic activity, in which case the act of authorization will be guided by the same interpretation criteria used in previous analogous administrative decisions, subject to the provisions of regulations;


V - to be granted a presumption of good faith in acts performed in the exercise of economic activity, for which questions regarding the interpretation of civil, business, economic, and urban law will be resolved for the preservation of private autonomy unless there is an express legal provision to the contrary;


VI - to develop, execute, operate, or market new types of products and services when the regulatory standards become outdated due to internationally consolidated technological development, under the terms established in a regulation, which will discipline the requirements for measuring the concrete situation, the procedures, the time, and the conditions of the effects;


VII - (VETOED);


VIII - to have the guarantee that equal business legal transactions will be subject to the free stipulation of the parties, and apply the rules regarding corporate law only in an ancillary manner to the agreement, except for rules of public order;


IX - to have the guarantee that, in requests of government acts of authorization of economic activity that are subject to the provisions of this Law, if all the necessary elements to process the matter are present, the individual will be immediately and expressly informed of the deadline for the analysis of their request and that, after the deadline has passed, the silence of the competent authority shall imply tacit approval for all purposes, except as expressly forbidden by law; (See Decree no. 10.178, of 2019)


X - to file any document on microfilm or by digital means, according to the technical requirements established in the regulation, in which case it will be equivalent to a physical document for all legal purposes and for the proof of any act of public law;


XI - not to be required to take abusive compensatory or mitigating measures, in the context of impact studies or other authorizations for economic activity in urban law. These measures are defined as:


a) (VETOED);


b) a measure that requires another measure that had already been planned for execution before the request by the individual, without change to the request for the execution of said measure by the economic activity;


c) measures that force the individual to perform acts that compensate for impacts that would exist regardless of the enterprise or economic activity requested;


d) measures that require the provision of services of any kind for areas or situations other than those directly impacted by economic activity; or


e) unreasonable or disproportionate measures, including forms of coercion or intimidation; and


XII - not to be required, by the government, its agencies, commissions, or foundations, a certificate without express, prior legal provision.


§ 1 For the purposes of the provisions of item I of the head provision of this article:


I - regulation by the Federal Executive Branch shall establish the classification of low-risk activities to be observed in the absence of specific state, district or municipal legislation;


II - in the event of the absence of an act of the Federal Executive Branch referred to in item I of this paragraph, a resolution of the Committee for the Management of the National Network for the Simplification of Registration and Legalization of Companies and Businesses (CGSIM) will be applied, regardless of the adherence to the National Network for the Simplification of Registration and Legalization of Companies and Business (Redesim) by the federal entity; and


III - in the event of the existence of state, district, or municipal legislation on the classification of low-risk activities, the federal responsible for this specific norm will notify the Ministry of Economy about its publication.


§ 2 The inspection of the exercise of the right established in item I of the head provision of this article will be conducted a posteriori, ex officio or following a complaint sent to the competent authority.


§ 3 The provisions of item III of the head provision of this article do not apply:


I - to situations in which the price of products and services is used for the purpose of reducing the value of the tax, deferring its collection or remitting profits abroad in the form of costs; and


II - to competition law, consumer rights, and other provisions protected by federal law.


§ 4 (Repealed by Law 14.011, of 2020)


§ 5 The provisions of item VIII of the head provision of this article do not apply to the public state-controlled companies defined in arts. 3 and 4 of Law No. 13.303, of June 30, 2016.


§ 6 The provisions of item IX of the head provision of this article do not apply when:


I - related to tax issues of any kind or the granting of trademark registration;


II - the decision generates financial costs for the public administration; and


III - a treaty in force in Brazil contains an objection to its application.


§ 7 The tacit approval established in item IX of the head provision of this article does not apply when the request is filed by a public agent or his or her spouse, partner or relative in a straight or collateral line, by consanguinity or affinity, up to the 3rd (third) degree, addressed to the administrative or political authority of the public administration body or entity where he or she works.


§ 8 The deadline referred to in item IX of the head provision of this article shall be defined by the body or entity of the requested public administration, observing the principles of impersonality and efficiency and the maximum limits established in regulation.


§ 9 (VETOED).


§ 10 The provisions of item XI of the head provision of this article do not apply to situations of agreement arising from unlawfulness.


§ 11 For the purposes of item XII of the head provision of this article, it is illegal to determine the validity period of a certificate issued regarding an immutable fact, including death.


CHAPTER III

GUARANTEES OF FREE ENTERPRISE


Art. 4 It is the duty of the government and the other entities that are bound by this Law when regulating public norms pertaining to the legislation to which this Law refers, except if in strict compliance with the explicit provision in law, to prevent abuse of regulatory power, which may occur in the form of unduly:


I - creating restraints of trade by regulating in favor of an economic group, or professional, to the detriment of other competitors;


II - enacting norms that prevent the entry of new domestic or foreign competitors in the market;


III - requiring unnecessary technical specifications for a given desirable purpose;


IV - enacting norms that prevent or delay innovation and the adoption of new technologies, processes, or business models, except in case of high-risk situations established by regulation;


V - increasing transaction costs without demonstrating the benefits of doing so;


VI - creating artificial or compulsory demand for a product, service, or professional activity, including notary public offices or public registries;


VII - imposing limits on the free incorporation of companies or economic activities;


VIII - restricting advertising related to any economic sector, except when expressly prohibited by federal law; and


IX - requiring, under the pretext of tax registration, data of a different nature so as to circumvent the effects of item I of the head provision of art. 3 of this Law.


Art. 4-A It is the duty of the public administration and other entities that are subject to this Law, in the application of public regulations on private economic activities: (Added by Law No. 14.195, of 2021)


I - to treat different economic agents in a fair, predictable, and equitable manner; (Added by Law No. 14.195, of 2021)


II - to only notify violations or apply sanctions based on subjective or abstract terms when these have been properly regulated using clear, objective, and predictable criteria; and (Added by Law No. 14.195, of 2021)


III - to observe the double visit criterion to notify violations arising from low- or medium-risk activities. (Added by Law No. 14.195, of 2021)


§ 1 The competent bodies and entities, in the form of item II of the head provision of this article, will publish regulations to define the application of subjective or abstract concepts through clear, objective, and predictable criteria, observing that: (Added by Law No. 14.195, of 2021)


I - in cases when subjective judgment is indispensable for the application of the sanction, the regulation shall establish how such judgment must be measured, in order to ensure the greatest predictability and impersonality possible; (Added by Law No. 14.195 of 2021)


II - the competence to issue the regulatory acts established in this paragraph may be delegated by the competent Authority according to its autonomy, as well as by the body or entity responsible for issuing notices of violations. (Added by Law No. 14.195, of 2021)


§ 2 For administrative, controlling, and judicial purposes, the requirements established in item II of the head provision of this article are considered fully met by the government, when the Offices of the General Counsel in the Federal, the State, the Federal District and Municipality levels, within the limits of their respective competence, have previously analyzed the regulatory act provided for in § 1 of this article. (Added by Law No. 14.195, of 2021)


§ 3 The bodies and entities shall publish the regulatory acts provided for in § 1 of this article within 4 (four) years. The Executive Branch may specify a shorter term in its regulations. (Added by Law No. 14.195, of 2021)


§ 4 The provisions of item II of the head provision of this article apply exclusively to the act of notifying violations related to low- or medium-risk activities, not applying to bodies and entities of the public administration that have, directly or indirectly, not classified those activities as such, according to the following criteria: (Added by Law No. 14.195, of 2021)


I - direct classification by the administrative body or entity responsible for notifying the violation; and (Added by Law No. 14.195, of 2021)


II - indirect classification, when the appropriate level of risk arises from a hierarchically superior or subsidiary standard, by virtue of law, provided that the classification refers explicitly to the activity and the violation to be notified. (Added by Law No. 14.195, of 2021)


CHAPTER IV

REGULATORY IMPACT ASSESSMENT (RIA)


Art. 5 Proposals to enact regulations of general interest of economic agents or users of the services provided published by an agency or entity of the federal public administration, including municipalities and public foundations, will be preceded by an assessment of regulatory impact, which will contain information and data on the possible effects of the regulation in order to ascertain the reasonableness of its economic impact.


Sole paragraph. Regulation shall establish the start date of the requirement referred to in the head provision of this article and the content, the methodology of the regulatory impact assessment, the minimum requirements to be examined, the cases in which it will be mandatory, and the cases in which it may be waived.


CHAPTER V

LEGISLATIVE AMENDMENTS AND FINAL PROVISIONS


Art. 6 The Sovereign Fund of Brazil (FSB), a special fund of an accounting and financial nature, linked to the Ministry of Economy, created by Law No. 11.887, of December 24, 2008, is extinct.


Art. 7 Law No. 10,406, of January 10, 2002 (Civil Code), becomes effective with the following amendments:

"Article 49-A. The legal entity is not to be confused with its partners, associates, founders, or managers.


Sole paragraph. The patrimonial autonomy of legal entities is a lawful instrument for risk allocation and segregation, established by law with the purpose of stimulating enterprises, for the generation of jobs, taxes, income, and innovation for the benefit of all."


"Article 50. In case of abuse of legal personality, characterized by purpose deviation or co-mingling of funds and assets, the judge, at the request of the party, or of the Public Prosecution Office, when it may intervene in the process, may disregard it for the effects of certain relationships of obligations are extended to the private assets of managers or partners of the legal entity directly or indirectly benefited by the abuse.


§ 1 For the purposes of this article, purpose deviation is the use of the legal entity for the purpose of harming creditors and for the practice of illegal acts of any nature.


§ 2 Co-mingling of funds and assets is understood as the absence of de facto separation between assets, characterized by:


I - repeated payment by the company of partner's or manager's obligations, or vice versa;


II - transfer of assets or liabilities without effective consideration, except for those of a proportionally insignificant amount; and


III - other acts of non-compliance with patrimonial autonomy.


§ 3 The provisions of the head provision and in §§ 1 and 2 of this article also apply to the extension of the obligations of partners or managers to the legal entity.


§ 4 The mere existence of an economic group without the presence of the requirements referred to in the head provision of this article does not authorize piercing the corporate veil.


§ 5 The mere expansion or alteration of the original purpose of the specific economic activity of the legal entity does not constitute a deviation of purpose." (NR)


“Art. 113.


§ 1 The interpretation of the legal transaction shall give it the meaning that:


I - is confirmed by the behavior of the parties after the effectuation of the business;


II - corresponds to the uses, customs, and practices of the market;


III - corresponds to good faith;


IV - is more beneficial to the party that did not draft the contractual instrument, if identifiable; and


V - corresponds to what would be the reasonable negotiation of the parties on the issue discussed, inferred from other provisions of the business and the economic rationality of the parties, considering the information available at the time of its effectuation.


§ 2 The parties may freely agree on rules for interpretation, gap-filling, and integration of legal transactions other than those provided for by law." (NR)


"Article 421. Contractual freedom shall be exercised within the limits of the social function of the contract.


Sole paragraph. In private contractual relations, the principle of minimum intervention and the exceptionality of contractual review shall prevail. (NR)


"Article 421-A. Civil and business contracts are assumed to be equal and symmetrical up until the presence of concrete elements that justify dismissing this presumption, except for the legal regimes established in special laws, also ensuring that:


I - the negotiating parties may establish objective parameters for the interpretation of the negotiating clauses and their assumptions of review or termination;


II - the risk allocation defined by the parties must be respected and observed; and


III - the contractual review will only occur in an exceptional and limited manner."


“Art. 980-A


§ 7 Only the company's equity will be liable for the debts of the individual limited liability company, in which case it will not be confused, in any situation, with the personal equity of the shareholder that constitutes it, except in cases of fraud." (NR)


“Art. 1.052.


§ 1 The limited liability company may be constituted by 1 (one) or more persons.


§ 2 If it is a sole proprietorship, the provisions on the articles of incorporation shall apply to the document of incorporation of the sole member, as appropriate." (NR)


"CHAPTER X

INVESTMENT FUNDS


“Art. 1.368-C. The investment fund is a pool of resources, constituted in the form of a special co-ownership, intended for investment in financial assets, assets, and rights of any nature.


§ 1 The provisions of articles 1.314 and 1358-A of this Code do not apply to investment funds. 1.314 to 1.358-A of this Code.


§ 2 The Brazilian Securities and Exchange Commission shall be responsible for regulating the provisions of the head provision of this article.


§ 3 The registration of investment fund regulations with the Brazilian Securities and Exchange Commission is a sufficient condition to ensure their publicity and the enforceability of their effects before third parties.’


'Art. 1.368-D. The regulation of the investment fund may, subject to the provisions of the regulations referred to in § 2 of art. 1.368-C of this Law, establish:


I - the limitation of the liability of each investor to the value of his or her shares;


II - the limitation of the liability, as well as parameters of its measurement, of the service providers of the investment fund, before the co-owners and among themselves, to the fulfillment of the particular duties of each one, without joint and several liabilities; and


III - classes of quotas with different rights and obligations, with the possibility of constituting segregated equity for each class.


§ 1 The adoption of limited liability by an investment fund constituted without the limitation of liability will only cover facts that occurred after the respective change in its regulation.


§ 2 The assessment of the liability of service providers must always consider the risks inherent to investments in the markets in which the investment fund operates and the nature of the obligation to provide their services.


§ 3 The segregated equity outlined in item III of the head provision of this article shall only be liable for obligations linked to the respective class, under the terms of the regulation.’


'Art. 1.368-E. Investment funds are directly responsible for the legal and contractual obligations they undertake, and service providers are not responsible for these obligations, but are responsible for the damages they cause when they proceed with intent or bad faith.


§ 1 If the investment fund with limitation of liability does not have sufficient equity to pay for its debts, the insolvency rules established in arts. 955 to 965 of this Code.


§ 2 Insolvency may be requested in court by creditors, by resolution of the shareholders of the investment fund, under the terms of its regulation, or by the Brazilian Securities and Exchange Commission.’


'Art. 1.368-F. The investment fund constituted by a specific law and regulated by the Brazilian Securities and Exchange Commission shall, as appropriate, follow the provisions of this Chapter.’”


Art. 8 - Art. 85 of Law No. 6.404, of December 15, 1976, becomes effective with the following changes:


“Art. 85.


§ 1 Under the conditions laid out in the prospectus, stock subscription may be made through a letter to the institution, accompanied by the declarations described in this article and the payment of the down payment.


§ 2 The signature of a list or bulletin defined in the head provision of this article will be waived in the event of a public offering whose settlement occurs through a system managed by an entity that manages organized securities markets." (NR)


Art. 9 Art. 4 of Law No. 11,598, of December 3, 2007, shall become effective added by the following paragraph 5:


“Art. 4


§ 5 The Federal Executive Branch shall regulate the minimum classification of low-risk activities, applicable to all members of Redesim, subject to the National Classification of Economic Activities, in which case the self-declaration of classification will be sufficient requirement until proof to the contrary is presented." (NR)


Art. 10. Law No. 12.682, of July 9, 2012, becomes effective added by the following art. 2-A:


"Article 2-A. The storage, in electronic, optical, or equivalent media, of public or private documents, composed of data or images, is authorized, subject to the provisions of this Law, specific laws, and regulations.


§ 1 After digitization, once the integrity of the digital document has been verified under the terms established in the regulation, the original may be destroyed, except for documents of historical value, whose preservation will comply with the provisions of the specific legislation.


§ 2 The digital document and its reproduction, in any medium, carried out in accordance with the provisions of this Law and the specific legislation, will have the same probative value as the original document, for all legal purposes, including to meet the State's supervisory power.


§ 3 After the respective periods of peremption or limitation, documents stored in electronic, optical, or equivalent media may be eliminated.


§ 4 The documents digitized in accordance with the provisions of this article shall have the same legal effect as microfilmed documents, pursuant to Law No. 5.433, of May 8, 1968, and subsequent regulation.


§ 5 The Secretary of Digital Government of the Special Secretariat for Debureaucratization, Management and Digital Government of the Ministry of Economy shall establish the documents whose reproduction will contain a verifiable authentication code.


§ 6 Act of the National Monetary Council shall provide for compliance with the provisions of § 1 of this article, in relation to documents relating to operations and transactions in the national financial system.


§ 7 It is permissible to reproduce a digital document, on paper or in any other physical medium, which contains a mechanism of verification of integrity and authenticity, in the manner and with the technique defined by the market, and the onus to fully demonstrate the presence of such requirements is on the individual.


§ 8 To guarantee the preservation of the integrity, authenticity, and confidentiality of public documents, digital certification will be used in the Brazilian Public Key Infrastructure (ICP-Brasil) standard.”


Art. 11. Decree-Law No. 9.760, of September 5, 1946, becomes effective with the following changes:

"Article 14. The decision published by the Secretary of Coordination and Governance of the Patrimony of the Union of the Special Secretariat for Privatization, Divestment and Markets of the Ministry of Economy will be made known to the appellants who, within 20 (twenty) days from the date of their acknowledgment, may file an appeal, without suspensive effect, ultimately addressed to the hierarchical superior." (NR)


“Art. 100.


§ 5 If the objection is found invalid, the authority shall submit the appeal to the higher authority, under the terms established in the regulation. (NR)


"Article 216. The Minister of State for the Economy, directly or via regulation by the Special Secretary for Privatization, Divestment and Markets of the Ministry of Economy, after consulting the Secretary of Coordination and Governance of the Federal Patrimony, shall issue the necessary regulations for the execution of the provisions of this Decree-Law.” (NR)


Art. 12. Article 1 of Law 6.015, of December 31st, 1973, becomes effective added by the following § 3:


“Art. 1


§ 3 The records may be recorded, advertised, and maintained electronically, in compliance with the technical standards established in the regulation." (NR)


Art. 13. Law No. 10,522, of July 19, 2002, becomes effective with the following changes:


"Article 18-A.A committee formed by members of the Administrative Council of Tax Appeals, the Special Secretariat of the Federal Revenue Service of Brazil of the Ministry of Economy, and the Attorney General's Office of the National Treasury will issue summary statements of the federal tax administration, as established by an act of the Minister of State for the Economy, which must be observed in the administrative, normative and decision-making acts practiced by said bodies."


"Article 19. The Office of the General Counsel for the Federal Treasury (PGFN) is exempt from contesting, offering counterarguments, and filing appeals, and is authorized to give up on previously filed appeals, provided that there is no other relevant basis, in the event that the action or judicial or administrative decision deals with:


II - a subject covered by an opinion, in force and approved, by the Attorney General of the National Treasury, which brings conclusions in the same sense as the individual claim;


IV - a subject on which there is a precedent or opinion of the Federal Attorney General that brings conclusions in the same sense as the individual claim;


V - a subject based on a legal provision that has been declared unconstitutional by the Federal Supreme Court in the context of diffuse constitutional control and has had its application suspended by a resolution of the Federal Senate, or subject on which there is a statement of binding precedent or that has been defined by the Federal Supreme Court unfavorably to the National Treasury in the context of concentrated constitutional control;


VI - a subject decided by the Supreme Federal Court, in constitutional matters, or by the Superior Court of Justice, by the Superior Labor Court, by the Superior Electoral Court, or by the National Panel for the Uniformization of Jurisprudence, within the scope of its competences, when:


a) it is defined in terms of general repercussion or repetitive appeal; or


b) there is no feasibility of reversing the thesis signed unfavorably to the National Treasury, according to criteria defined in an act of the Attorney General of the National Treasury; and


VII - a subject that is the subject of a precedent of the federal tax administration referred to in art. 18-A of this Law.


§ 3 Repealed;

§ 4 Repealed;

§ 5 Repealed;

§ 7 Repealed.


§ 8 The opinion of the Attorney General's Office of the National Treasury that examines the legality of normative proposals does not fall under the provisions of item II of the head provision of this article.


§ 9 The exemption established in items V and VI of the head provision of this article may be extended to a subject not covered by the judgment, when the determining grounds extracted from the paradigm judgment or consolidated jurisprudence are applicable, provided that there is no other relevant basis that justifies challenge in court.


§ 10 The provisions of this article extend, as appropriate, to other forms of challenge to judicial decisions.


§ 11 The provisions of this article apply to all cases in which the units of the Office of the General Counsel for the Federal Treasury (PGFN) must work as a judicial representative or coercive authority.


§ 12. The bodies of the Judiciary Branch and the units of the Office of the General Counsel for the Federal Treasury (PGFN) may, by mutual agreement, conduct joint proceedings to analyze if processes or appeals fit into the hypotheses outlined in this article and carry out judicial transactions based on the provisions of art. 190 of Law 13.105, March 16, 2015 (Civil Procedure Code).


§ 13. Without prejudice to the provisions of paragraph 12 of this article, the Office of the General Counsel for the Federal Treasury (PGFN) shall regulate the execution of procedural legal transactions within its scope of action, including the administrative or judicial collection of overdue tax liabilities due to the Federal Government." (NR)


“Art. 19-A. The Tax Auditors of the Special Secretariat of the Federal Revenue of Brazil shall not register tax credits related to the topics referred to in the art. 19 of this Law, observing:


I - the provisions of the opinion referred to in item II of the head provision of art. 19 of this Law, which will be approved in the form of art. 42 of Complementary Law No. 73, of February 10, 1993, or whose application will be agreed to by the Special Secretariat of the Federal Revenue of Brazil of the Ministry of Economy;


II - the opinion mentioned in item IV of the head provision of art. 19 of this Law, which will be approved in the form of art. 40 of Complementary Law No. 73, of February 10, 1993, or, when not approved by order of the President of the Republic, or whose application will be agreed to by the Ministry of the Economy; or

III - in the cases listed in item VI of the head provision and § 9 of art. 19 of this Law, the Office of the General Counsel for the Federal Treasury (PGFN) must express its opinion on the matters established by these provisions.


§ 1 The Tax Auditors of the Special Secretariat of the Federal Revenue Service of Brazil of the Ministry of Economy shall adopt, in their decisions, the understanding to which they are bound, including for the purpose of reviewing the notice of registration and repetition of administrative undue debt.


§ 2 The provisions of this article apply, as appropriate, to those responsible for withholding taxes and, when issuing expert reports to certify the existence of conditions that generate exemption from taxes, to official medical services."


“Art. 19-B. The other public administration bodies that manage tax and non-tax credits subject to registration and collection by the Office of the General Counsel for the Federal Treasury (PGFN) are exempt from constituting and promoting collection based on the exemption hypotheses referred to in art. 19 of this Law.

Sole paragraph. The application of the provisions in the head provision of this article will follow, as applicable, the provisions of art. 19-A of this Law."


“Art. 19-C. The Office of the General Counsel for the Federal Treasury (PGFN) may waive the practice of procedural acts, including the withdrawal of appeals filed, when the equity benefit sought with the act does not meet the criteria of rationality, economy, and efficiency.


§ 1 The provisions of the head provision of this article include the establishment of value parameters for the exemption from the practice of procedural acts.


§ 2 The application of the provisions of this article shall not imply the recognition of the origin of the request made by the plaintiff.


§ 3 The provisions of this article also apply to the work of the Office of the General Counsel for the Federal Treasury (PGFN) in the context of tax administrative litigation."


"Article 19-D. (Repealed by Law No. 14.375, of 2022)


§ 1 To the bodies of the direct federal public administration, represented by the Federal Attorney General's Office, and the municipalities and public foundations, represented by the Federal Attorney General's Office or the Attorney General's Office of the Central Bank of Brazil, the provisions of art. 19-B of this Law apply, as appropriate.


§ 2 Act of the General Counsel for the Federal Government shall regulate the provisions of this article."


"Article 20. The records of the tax executions of the overdue tax liabilities registered in the Federal Government by the Attorney General's Office of the National Treasury or charged by it, of a consolidated value equal to or lower than that established in an act of the Office of the General Counsel for the Federal Treasury, shall be filed, without a write-off in the distribution, upon request of the National Treasury Attorney.


Art. 14. Law No. 8.934, of November 18, 1994, shall enter into force with the following amendments:


"Article 4 The National Department of Business Registration and Integration (Drei) of the Digital Government Secretariat of the Special Secretariat for Debureaucratization, Management and Digital Government of the Ministry of Economy aims to:


Sole paragraph. The national register referred to in item IX of the head provision of this article will be maintained with the information originating from the state register of companies, since it is prohibited to require the filling out of a form by the business owner or the filing of new data and charging fees for the inclusion of information in the national register." (NR)


"Article 31. The decision-making acts shall be published on the website of the World Wide Web of the registry of commerce of the respective federative entity.” (NR)

“Art. 32.


§ 1 Acts, documents, and statements containing only registration information shall be automatically recorded if they may be obtained from other databases available from government bodies.


§ 2 Regulation by the National Department of Business Registration and Integration will define the acts, documents, and declarations that contain only registration information." (NR)


“Art. 35.

VIII - (repealed).


Sole paragraph. Registration of legal entities’ articles of incorporation, amendments, and termination thereof will be registered regardless of prior government authorization and government bodies must be informed by the National Network for the Simplification of the Registration and Legalization of Companies and Businesses (Redesim), regarding the records on which they are interested; (NR)


“Art. 41.

I -

a) the acts of incorporation of corporations;

Sole paragraph. The filing requests referred to in item I of the head provision of this article will be decided within 5 (five) business days, counted from the date of receipt, under penalty of the acts being considered filed, upon provocation of the interested parties, without prejudice to the examination of the legal formalities by the attorney's office." (NR)

“Art. 42.


§ 1

§ 2 The filing requests not listed in item I of the head provision of art. 41 of this Law will be decided within 2 (two) business days, counted from the date of its receipt, under penalty of the acts being considered filed, upon request of the interested parties, without prejudice to the examination of the legal formalities by the attorney's office.


§ 3 The filing of articles of incorporation and amendments not established in item I of the head provision of art. 41 of this Law will have the registration automatically granted if the requirements of:


I - approval of the prior consultation of the viability of the business name and the viability of location, when required; and


II - use by the applicant of the standard documents established by the National Department of Business Registration and Integration (Drei) of the Digital Government Secretariat of the Special Secretariat for Debureaucratization, Management and Digital Government of the Ministry of Economy.


§ 4 The filing of acts of dissolution not listed in item I of the head provision of art. 41 of this Law will have the registration automatically granted in the case of use by the applicant of the standard instrument established by Drei.


§ 5 In the cases referred to in §§ 3 and 4 of the head provision of this article, the analysis of compliance with legal formalities will be carried out later, within 2 (two) business days, counted from the date of automatic approval of the registration.


§ 6 After the analysis outlined in § 5 of this article, the identification of legal defect will entail:


I - the cancellation of the filing, if the defect is incurable; or


II - the observance of the procedure established by Drei, if the defect is curable.” (NR)


“Art. 44.


III - Appeal to the National Department of Business Registration and Integration.” (NR)


"Article 47. Plenary decisions are subject to appeal to the National Department of Business Registration and Integration as the final administrative instance.

Sole paragraph. (Repealed)." (NR)


"Article 54; Proof of the publicity of corporate acts, when required by law, will be made by entry into the records of the registry of commerce in view of the presentation of the sheet of the Official Gazette, in its electronic version, waived the attachment of the aforementioned sheet." (NR)


"Article 55. It is incumbent upon the National Department of Business Registration and Integration to propose the preparation of the price list of services pertinent to the Public Registry of Commercial Companies, in the part related to acts of a federal nature, as well as to specify the acts to be observed by the registry of commerce in the preparation of their local list.


§ 1


§ 2 It is forbidden to charge a fee to file documents related to the extinction of the registration of the individual legal entity, the individual limited liability company (Eireli), and the limited liability company." (NR)


“Art. 63.

§ 1 The copy of the document, authenticated in the manner established by law, will exempt a new verification with the original document.


§ 2 The authentication of the document may be carried out by means of a comparison between the original document and its copy by the officer to whom the document is presented.


§ 3 The authentication referred to in § 1 of the head provision of this article is waived when the lawyer or accountant of the interested party declares, under his or her personal responsibility, the authenticity of the copy of the document." (NR)


“Art. 65-A. The acts of incorporation, amendment, transformation, incorporation, merger, spin-off, dissolution, and extinction of registration of entrepreneurs and legal entities may also be carried out through an electronic system created and maintained by the federal government."


Art. 15. The Consolidation of Labor Laws, approved by Decree-Law No. 5.452, of May 1, 1943, becomes effective with the following changes:


“Art. 13.


§ 2 The Work and Social Security Card (CTPS) will obey the models that the Ministry of Economy adopts.


§ 3 (Repealed).


§ 4 (Repealed).” (NR)


"Article 14. The Social Security Card will be issued by the Ministry of Economy, preferably in electronic form.


Sole paragraph. Exceptionally, the Social Security Card may be issued on physical media, provided that:


I - it is issued in qualified, decentralized units of the Ministry of Economy;


II - through an agreement signed by federal, state, and municipal agencies of the direct or indirect administration;


III - by agreement with notary and registration services, at no cost to the administration, ensuring information security conditions." (NR)


“Art. 15. The procedures for issuing the Social Security Card to the interested party will be established by the Ministry of Economy in its own regulation, and shall prioritize the issuance in electronic format." (NR)


"Article 16. The Social Security Card will have as unique identification of the employee the registration number in the Register of Individuals (CPF).


I - repealed;

II - repealed;

II - repealed;

IV- repealed;

Sole paragraph. (Repealed).

(a) (repealed);

(b) (repealed)." (NR)


“Art. 29. The employer will have a period of 5 (five) business days to enter in the employee's Social Security Card (CTPS), in relation to the workers they hire, the date of hiring, remuneration, and special conditions, if any, allowed the adoption of a manual, mechanical or electronic system, according to instructions to be published by the Ministry of Economy.


§ 6 The communication by the worker of the CPF registration number to the employer is equivalent to the presentation of the Social Security Card (CTPS) in digital media, exempting the employer from issuing a receipt.


§ 7 The electronic records generated by the employer in the Social Security Card (CTPS) computerized systems in digital media are equivalent to the notes referred to in this Law.


§ 8 The worker must have access to the information of his Social Security Card within 48 (forty-eight) hours from his registration." (NR)


“Art. 40. The regularly issued and annotated Social Security Card will serve as proof:

II - (repealed); (NR)


“Art. 74. The working hours will be entered into the employee record.


§ 1 (Repealed).


§ 2. For establishments with more than twenty (20) workers, it will be mandatory to note the time of entry and exit, in manual, mechanical or electronic record, according to instructions issued by the Special Secretariat of Social Security and Labor of the Ministry of Economy, allowing the pre-definition of the rest period.


§ 3 If the work is performed outside the establishment, the hours of the employees will be included in the manual, mechanical, or electronic record in their possession, without prejudice to the provisions of the head provision of this article.


§ 4 The use of a time record is allowed by exception to the regular working day, by means of an individual written agreement, collective agreement or collective bargaining agreement." (NR)


“Art. 135.


§ 3 When the employee has a digital Social Security Card, the registration will be made in the systems referred to in § 7 of art. 29 of this Consolidation, in the form of the regulation, the notes referred to in §§ 1 and 2 of this article are waived." (NR)


Art. 16. The Digital Bookkeeping System for Tax, Social Security and Labor Obligations (eSocial) will be replaced, at the federal level, by a simplified system for digital bookkeeping of social security, labor, and tax obligations.


Sole paragraph. The provisions of the head provision of this article apply to the ancillary obligations to the digital version managed by the Federal Revenue of Brazil of the Production and Inventory Control Book of the Special Secretariat of the Federal Revenue of Brazil (Block K).


Art. 17. The validity and effectiveness or effects of the declaratory acts of the General Counsel for the Federal Treasury, approved by the respective Minister of State and published until the date of publication of this Law, under the terms of item II of the head provision of art. 37 of Law No. 10,522, of July 19, 2002.


Art. 18. The effectiveness of the provisions of item X of the head provision of art. 3 of this Law is subject to regulation in an act of the Federal Executive Branch, observing that:


I - for private documents, any means of proving the authorship, integrity, and, if necessary, the confidentiality of documents in electronic form is valid, provided that it is chosen by mutual agreement by the parties or accepted by the person to whom the document is opposed; and


II - regardless of acceptance, the digitization process certified by the Brazilian Public Key Infrastructure (ICP-Brasil) standard will be guaranteed completeness, authenticity, and confidentiality for public and private documents.


Art. 19. The following provisions are repealed:


I - Delegated Law No. 4, of September 26, 1962;


II - the following provisions of Decree-Law No. 73, of November 21, 1966:

a) item III of the head provision of art. 5; and

b) item X of the head provision of art. 32;


III - Law No. 11.887, of December 24, 2008;


IV - (VETOED);


V - the following provisions of the Consolidation of Labor Laws, approved by Decree-Law No. 5.452, of May 1, 1943:

a) art. 17.

b) art. 20;

c) art. 21;

d) art. 25

e) art. 26;

f) art. 30;

g) art. 31;

h) art. 32;

i) art. 33;

j) art. 34;

k) item II of Art. 40;

l) art. 53;

m) art. 54;

n) art. 56;

o) Art. 141 ;

p) sole paragraph of art. 415;

q) art. 417;

r) art. 419;

s) art. 420;

t) art. 421;

u) art. 422; and

v) art. 633;

VI - the following provisions of Law No. 8.934, of November 18, 1994:

a) sole paragraph of art. 2;

b) item VIII of the head provision of art. 35.

c) art. 43; and

d) sole paragraph of art. 47.


Art. 20. This Law shall enter into force:

I - (VETOED);

II - on the date of its publication, for the other articles.

Brasília, September 20, 2019; 198th of Independence and 131st of the Republic.


JAIR MESSIAS BOLSONARO

Paulo Guedes

Luiz Henrique Mandetta

This text does not replace the one published in the FEDERAL OFFICIAL GAZETTE of 09.20.2019 - Extra-B edition

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