Executive Order No. 892/19 (MP 892), which substantially changed the framework for legal publications by corporations, expired on December 3rd. Essentially, MP 892 had extinguished the obligation to publish corporate acts in official gazettes and widely circulated print newspapers, pursuant to Law No. 6,404/76 (the Brazilian Corporations Law). These publications would be done only by electronic means, which would reduce costs and bureaucracy related to companies’ administrative and corporate routine.

Published on August 5th of this year, MP 892 expired and lost its effectiveness, since it was not reviewed by the floor of the House or Senate. In a vote of the mixed committee that reviewed the executive order, Senator Rose de Freitas (Podemos-ES) put forward arguments for rejecting the text, claiming that, if approved, the MP would make room for fraud in electronic documents of companies “whether due to technical failures in the digital certification systems, whether because the MP authorizes the Brazilian Securities and Exchange Commission (CVM) to waive the authorization of digital certification by means of a rulemaking act of the commission.”

In her opinion, Senator Rose de Freitas also considered the executive order to no longer be relevant, since the topic had already been discussed and governed by the Brazilian Congress in 2019, through Law No. 13,818/2019 (which provides that, starting in 2022, balance sheets shall be published in summary form in the print edition of the newspapers and, in full, on the website of the same newspaper).

The Senator also emphasized that the executive order was promulgated in a direction contrary to the law approved by the Brazilian Congress and did not provide for a transitional rule for it to enter into effect, that is, it would be valid once the rulemaking acts of CVM were promulgated (for publicly traded companies) and the Minister of Economy (for publicly traded companies), which she said would cause "unavoidable and immediate damage to the print media industry, without such losses being equalized over time in a more proportionate manner."

Although MP 892 was very well received by companies operating in Brazil, the mechanism of publishing in newspapers originally provided for by the Brazilian Corporations Law in the 1970s will remain unchanged until 2022, when Law No. 13,818/19 will enter into force, or before then, if a new legislative initiative to reduce or change the current requirements arises.