The obligation to publish corporate acts in newspapers has never ceased to exist. However, with Circular Letter 96/2025/MEMP, this requirement takes on new contours and is now treated more rigorously by the Commercial Registries.

The document, issued by the National Board of Officers for Business Registration and Integration (DREI) and addressed to all Registries in the country, officializes the adoption of the Practical Guide to Legal Advertising for Corporations, consolidating understandings that now guide the judgment of corporate acts from the point of view of legal advertising. The message is clear: corporate publications are not a mere detail; but a condition for the validity and registration of various acts.

The letter determines that all Commercial Registries must adopt, in a uniform manner, the understanding set out in the Practical Guide. Among the main points, the following stand out:

• Mandatory publication of corporate acts in newspapers (printed and digital);
• Formal verification by the Commercial Registries regarding the regularity of publications before the filing of the acts; and
• Need to comply with the form, content and digital certification requirements set out in Law No. 6,404/1976 (Corporation Law), the Civil Code and Law No. 8,934/1994.

The material also guides judges to check the digital certification of files, the requirements of the chosen newspaper (including circulation) and practical publication models, to avoid errors that prevent the registration of acts.

In practice, DREI’s new positioning means that:

• Acts filed without prior or valid publication may be dismissed;
• Commercial Registries are authorized to require retroactive proof of publications, especially in cases of relevant corporate changes;
• Irregularities in advertising can hinder mergers, acquisitions, transformations and dissolutions, causing delays or operational blockages.

The Supreme Federal Court has even recognized the constitutionality of Article 289 of Law No. 6,404/1976 (as amended by Law No. 13,818/2019), validating the requirement for simultaneous publication in a widely circulated newspaper and in digital media, reinforcing the legality of the measure.

According to the Practical Guide, the acts provided for in corporate legislation are mandatory, including:

• General meetings;
• Financial statements;
• Minutes of board or executive board meetings; and
• Acts of incorporation, dissolution or corporate restructuring.

The rule also applies to acts carried out in the past and filled without due proof of legal advertising.

Attention: Private companies with annual gross revenue of less than BRL 78 million and smaller publicly held companies have different rules, as provided for in specific legislation (e.g.: Article 294-A of Law No. 6,404/1976 and CVM Resolution 166).

States like São Paulo, through JUCESP, have already begun to dismiss registrations of acts that do not fully comply with advertising requirements. The expectation is that the standard will be extended to other Registries in the country, consolidating the understanding as a mandatory national practice.

States like São Paulo, through JUCESP, have already begun to dismiss registrations of acts that do not fully comply with advertising requirements. The expectation is that the standard will be extended to other Registries in the country, consolidating the understanding as a mandatory national practice.

In other words, it is not enough to simply comply with the requirements from now on. It is necessary to review the company’s corporate history and, if applicable, provide any omitted publications, with the requirements for form, certification and publication in a newspaper officially accepted by the Commercial Registry.

With the entry into force of the guidelines contained in Circular Letter 96/2025/MEMP and the Practical Guide to Legal Advertising, being in compliance is no longer just good practice: it became a prerequisite for the validity and continuity of business operations.

For companies that need to publish ongoing acts or regularize pending issues from previous fiscal years, it is essential to have specialized guidance, technical knowledge of applicable standards, and an operational structure to meet the requirements of Commercial Registries throughout the country.

PLBrasil Paralegal offers complete support for the analysis, regularization and monitoring of pending documents, including corporate publications required by law and their respective formal proof. With nationwide operations and a specialized team, we handle analysis and processing with the Commercial Registries, compliance with formal requirements, and ongoing compliance monitoring.

Keep your business ready to register, grow, and trade safely. Count on PLBrasil Paralegal to ensure your compliance is always one step ahead.