Pursuant to Brazilian corporate legislation, business entities organized as limited liability companies (sociedades limitadas) or corporations (sociedades por ações) are required to approve the management accounts and financial statements on an annual basis.

For many companies, this is also an opportunity to elect (or re-elect) officers and members of the board of directors, as well as to resolve on the distribution of dividends, as applicable.

Under the Brazilian Civil Code and the Brazilian Corporations Act (Lei das S.A.), the annual shareholders’ meeting must be held within the first four (4) months following the end of the fiscal year.

Accordingly, companies whose fiscal year coincides with the calendar year (ending on December 31) must hold the annual general meeting by no later than April 30 of each year.

It is important to note that corporations are required to publish their financial statements. The applicable publication rules are set forth below:

> Closely held corporation with revenue exceeding BRL 78 million

Publication Rules: publication in a newspaper of wide circulation, it being permitted for the company to publish the full version of the financial statements in the electronic edition of the newspaper and a summary version in the printed edition.

> Closely held corporation with revenue below BRL 78 million

Publication Rules: publication through the “Central de Balanços SPED” is permitted.

> Publicly held corporation (sociedade anônima de capital aberto)

Publication Rules: publication in a newspaper of wide circulation, with the full version of the financial statements in the electronic edition of the newspaper and a summary version in the printed edition, in accordance with CVM Guidance Opinion No. 39/2021 (Parecer de Orientação CVM 39/2021).

> Publicly held corporation with revenue below BRL 500 million

Publication Rules: publication through the Empresas.NET system.

Limited liability companies

Publication Rules: exempt from publication requirements.

Lastly, it is important to note that the unqualified approval of the financial statements and management accounts by the shareholders results in the discharge of liability of the officers and directors, except in cases of defects of consent.