Pursuant to the Brazilian Civil Code (section 1078) and Brazilian Corporations Act (section 132), companies organized under the form of a limited liability company or corporation must approve management’s accountings on a yearly basis within the first four months following the end of the financial year.
Therefore, quotaholders of limited liability companies and shareholders of corporations whose accounting year coincides with the calendar year must hold a quotaholders’/shareholders’ meeting until April 30th, 2022 with the purpose of:
✔ Taking management’s financial accounts and to examine, discuss and vote on financial statements;
✔ Voting for profit’s destination regarding the accounting period of 2021 and the distribution of dividends;
✔ Appointing officers and fiscal council’s members, if applicable.
We highlight that the law requires that the meeting be held on an annual basis, even if there is no officers’ appointment or distribution of profits.
The minutes of the aforementioned meetings must be submitted to registration and filing at the Registry of Commerce of the State of the company’s headquarters. Additionally, for corporations, the minutes must be published at a newspaper of wide circulation in the company’s headquarters’ location, except for privately held corporations with an annual turnover of up to R$ 78 million, which can publish its corporate acts at the Balance Sheet Platform of the Digital Bookkeeping Public System (SPED), free of charge.
4 de April de 2022
19 de February de 2024
27 de October de 2023
28 de July de 2023
14 de February de 2024
8 de December de 2023
19 de October de 2023