The Normative Instruction DREI/MEMP No. 1, dated January 5, 2025, has introduced significant updates to the criteria for analyzing the identity and similarity of business names in Brazil. Issued by the National Department of Business Registration and Integration (DREI), this Instruction aims to standardize the procedures adopted by the Commercial Boards across the nation, ensuring greater legal security and transparency in business registration. Below, we highlight the main points of this regulation.
Publication
20 Jan 2025 ·
Brazil
Business name: changes brought by the new regulatory instruction
Evolving business identities: regulatory updates and their impact
3 min read
Criteria for identity and similarity of business names
The regulation sets detailed parameters for assessing the identity and similarity between business names, aiming to prevent conflicts and registrations of names that could cause confusion among businesses.
Criteria for identity include:
- Names that are exactly the same, including standardized abbreviations.
- Use of insufficient distinctive elements for differentiation.
Criteria for similarity include:
- Minimal variations in spellings that do not alter the phonetics.
- Inclusion or exclusion of generic or descriptive expressions without substantial modification in the meaning of the business name.
Procedures for analysis by commercial boards
The Normative Instruction specifies a standardized procedure for the Commercial Boards, mandating the use of automated systems for identifying similarities, as well as manual complementary analysis when necessary.
This procedure includes:
- Mandatory prior consultation of business names in the national database.
- Creation of a technical report in cases of doubt or objection.
- Use of advanced search algorithms for assessing similarity.
Resolution of conflicts and objections
The Instruction details the procedure for resolving disputes when there is an allegation of undue similarity between business names, ensuring the right to adversarial process and full defense.
The objection process includes:
- Formal presentation of the challenge by the interested party.
- Analysis by the Commercial Board, with the possibility of calling a conciliation hearing.
- Issuance of a reasoned decision, with the possibility of administrative appeal
Composition of the business name
It has been specified how the business name should be composed for each type of company:
- Limited Liability Company (Ltd.): Must include the expression "Limited" or its abbreviation "Ltd." at the end of the business name.
- Corporation (S.A.): Must contain the expression "Society Anonymous" or the abbreviation "S.A."
- General Partnership: Must contain the name of at least one of the partners and the expression "and Company" or "& Co." if applicable.
- Simple and Share Commandite: Must indicate the name of at least one partner and the expression "and Company" or "& Co." as applicable.
- Business name composed by the CNPJ: The composition of the business name by the CNPJ number is allowed, provided that it is followed by the identification of the main economic activity.
Inclusion of the Trade Name (Fantasy Name): There is the possibility of inserting the trade name, also known as the fantasy name, in the Public Register of Companies, allowing the entrepreneur to formally register this commercial name, used more accessibly to the consumer public.
The Normative Instruction DREI/MEMP No. 1/2025 also repeals previous provisions that dealt with the theme, updating procedures and harmonizing the norms with modern business registration practices.
Thus, the new regulation provides greater legal security to business registration, reducing the risk of litigation and giving greater predictability to entrepreneurs.
If you have any questions, the Corporate and M&A team at FAS Advogados is available.
