New DREI Guidance: Board of directors members must now be registered in the CNPJ

On August 28, 2026, the National Department of Business Registration and Integration ("DREI") issued Technical Note No. 815/2026/MEMP, communicated to all Brazilian Commercial Registries through Circular Letter No. 572/2026/MEMP. The new guidance brings a significant change for all corporations (“sociedades anônimas”) with a Board of Directors (“Conselho de Administração”).

What changes?

Going forward, members of the Board of Directors must be reported in the company's Shareholder and Officers Registry ("QSA") within the CNPJ (Corporate Taxpayer Registry). Every election, replacement, removal, resignation, or end of term of board members must be accompanied by the corresponding registration update, through the filing of a Basic Entry Document ("DBE”), Transmission Protocol, or equivalent registration event.

The obligation applies to all corporations in which a Board of Directors is part of the governance structure, regardless of whether its establishment is legally required or results from a statutory choice. In cases where the same individual holds both the positions of board member and officer, both roles must be reported separately.

Why is this change important?

Normative Instruction RFB No. 2,333, dated June 30, 2026, established that non-compliance with this rule is grounds for suspension of the CNPJ due to a discrepancy between the QSA registration and the management structure recorded with the relevant registry.

Is the guidance retroactive?

No! The new guidance will only have effects after its official communication to the Commercial Registries. This means there will be no automatic invalidation of previously filed acts, cancellation of duly formalized mandates, general review of existing records, liability of the user for procedures admitted under the previously applicable guidance, or retroactive imposition of requirements. Any discrepancies related to prior acts shall be addressed through registration update procedures. Nevertheless, we recommend verifying whether the QSA in the CNPJ accurately reflects the current composition of the Board of Directors to avoid potential inconsistencies with the Federal Revenue Service.

Transition period

Acknowledging that the Federal Revenue Service's systems may not yet be fully adapted, DREI has established that the technical impossibility of generating or transmitting the DBE related to board members will not prevent the filing of corporate acts.

Should you have any questions, our team will be at your full disposal.