3/7/2022
Law No. 14,195, of 08/26/2021 (“Law No. 14,195”), dealt with various matters, such as facilitating the opening of companies and reducing bureaucracy in certain procedures before public authorities. Despite its edition in August/2021, Law No. 14,195 continues to be widely discussed due to the importance and number of topics covered.
One of the topics of Law No. 14,195 was the regulation of the commercial note, already mentioned in Law No. 6,385/76, but pending more robust regulation, which made its use difficult and was referred to the rules applicable to the issuance of debts based on promissory notes.
The commercial note was then defined as a non-convertible credit instrument, freely negotiated, representing a promise of payment in cash, issued exclusively as book-entry form, through institutions authorized to provide the bookkeeping service by the Brazilian Securities Commission (“CVM”). On the highlighted point, it is worth clarifying that the private offer of commercial note may contain a clause of convertibility into equity interest, except in relation to corporations (which implies that it can be converted into participation in limited liability companies) .
The issuance of the commercial note in book-entry form, that is, exclusively electronic, without a physical document, is another relevant point: the issuance of a physical paper is no longer required, as was required when using similar institutes of the promissory note. With this book-entry issuance, aiming at reducing bureaucracy, it is expected a reduction in time, costs and risks in the issuance, increasing the demand for this type of financing.
In addition, their issuance is permitted by companies that adopt the type of corporation, limited liability company and cooperatives – also increasing scope and possibility of reaching a large audience. Before this law, issuance by limited liability companies and cooperatives was provided for in doctrine, but there was no specific legal provision.
It is concluded, therefore, that the inclusion of commercial note regulation in the legislation that aims to reduce bureaucracy in the incorporation and operation of companies, in addition to the issuance in book-entry form and the extension of the possibility of issuance by limited liability companies and cooperatives, aim to make this instrument is more widespread and more accessible to a greater number of issuers, of all sizes, bringing good prospects for its more frequent use and becoming a good alternative for a given society to obtain financing without the need to resort to financial institutions.
Author: Nathália Fernandes Gonçalves
