Simplification of rules on debenture emissions

fundraising through debentures is a mechanism used by companies seeking long-term financing, as an alternative to other sources of financing ..

Recently, Bill No. 4,188/2021 was sanctioned, converted into Law No. 14,711/2023, which intends to amend certain rules applicable to the issuance of debentures provided for in the law of corporations. The PL, which aims at reducing the complex debenture emission system, is part of the program “Simplification and bureaucracy of credit”, coordinated by the Ministry of Finance.

We highlight, as the main objectives of the PL, the change in the approval criteria to issue debentures, in order to allow the board of directors or the board of directors to deliberate about it, provided that there is no prohibition By the Statute - Currently, exclusive approval is necessary by the General Assembly and, in open companies, approval can be delegated to the Council.

In addition, we also point out that, in order to make the procedure more efficient and bureaucratized, the PL aims to dispense with the registration of the emission deed in the Commercial Board, whether for publicly or closed companies. With regard to regulation, the Securities Commission will be responsible for the registration and dissemination of the corporate act of open companies, while the closed ones will be regulated by the Executive Power.

In short, the proposed changes aim to simplify the debenture issuance procedure, seeking to reduce costs for companies that choose to use them as an instrument of fundraising. The main objective, therefore, is to foster the capital market, making it more accessible and efficient.