By means of Resolution 2/2022, the General Directorate of Legal Entities and Structures and Ultimate Beneficiaries ("DGPEJBF") has regulated the incorporation process for EAS. The most relevant points are indicated below:
Referral to changes, modifications, merger, transformation, spin-off, dissolution
- The transfer of shares shall be governed in accordance with the provisions of Law No. 5895/17 and must be filed to the DGPEJBF.
- The decision to modify, transform, merge or split an EAS will be taken by Extraordinary Meeting and communicated to the DGPEJBF within the established term. The minutes must be recorded in a public deed or in the corresponding form and communicated through SUACE to the DGPEJBF.
- The EAS shall appoint a liquidator by means of an Extraordinary Meeting. Its actions will be approved in a following Meeting. Both must be elevated to a public deed of dissolution or recorded in the corresponding form and communicated through SUACE to the DGPEBF.
The platform and forms for the application of this Resolution will be made available by the controlling authority in due course.