ANNUAL PARTNERS/SHAREHOLDERS MEETING
Brazilian law provides that the partners/shareholders of Brazilian companies shall meet annually to review the management accounts, discuss and vote the financial statements and decide on the destination of the year-end results, as well as, as the case may be, appoint officers and/or board members and also members of the audit board.
The annual meetings must be held within the first 4 months after the end of the fiscal year. In Brazil, the fiscal year-end usually coincides with the end of the calendar year and, therefore, the annual partners/shareholders meeting shall normally be held until April 30th of each year.
LIMITED LIABILITY COMPANIES
In relation to limited liability companies, the financial statements must be disclosed to the non-manager partners before the annual meeting. The decisions taken in such meeting shall be formalized in minutes, which must be registered with the competent Board of Commerce.
On November 25th, 2022, the Ministry of Economy published the Circular Letter (Ofício Circular) SEI No. 4742/2022/ME, following a decision from the Regional Federal Court of the 3rd Region (TRF3), advising all Boards of Commerce that the publication of the financial statements of "large-sized" limited liability companies in the Official Gazette and in regular newspapers is optional, and can no longer be required by the Boards of Commerce, making the procedure faster and less burdensome. According to Law No. 11,638/07, large-sized companies are defined as the ones which had, in the last fiscal year, total assets greater than BRL 240 million or a gross income greater than BRL 300 million.
In addition, for the companies with head offices in the State of São Paulo, the Board of Commerce of the State of São Paulo (JUCESP) issued its Resolution 01/2022 to revoke its Resolution No. 02/2015, that required the publication of the financial statements of large-sized limited liability companies or, alternatively, a statement indicating that the company should not be considered as a large-sized limited liability company, in a manner that JUCESP has no longer required said statement so far.
Corporations must, as a rule, publish their financial statements at least 1 month before the date of the Annual Shareholders' Meeting ("AGO"), in which the relevant decisions will be taken and, later, file such financial statements with the Board of Commerce in case the information related to the publication are not detailed in the minutes of the AGO.
Corporations may, alternatively, publish a notice to the shareholders within the same term previously mentioned (at least 1 month) informing that the financial statements are available at its headquarters, and publish them at least 5 days prior to the AGO. If all shareholders attend the meeting, such terms can be dismissed, but the publication of the financial statements must be done prior to the AGO anyway.
The minutes of the AGO must be registered with the competent Board of Commerce and then published.
In relation to the legal publications mentioned above, since 2021, corporations are no longer required to publish its corporate documents in official press. In general corporations shall now publish the required documents only through a major newspaper, in summarized form, with simultaneous disclosure of the full text of the documents on the web page of the same newspaper.
In addition, privately held corporations with gross revenues of up to BRL 78 million may alternatively publish the required documents, including the call notice and financial statements, free of charge and electronically, in the Public Digital Bookkeeping System – SPED. It is important to mention that privately held corporations no longer need to release their publications on their website, as previously requested by regulation.
Publicly held corporations must also comply with the provisions established by the Resolution of the Brazilian Security Exchange Commission ("CVM") No. 81, of March 29th, 2022, as amended ("RCVM 81") and the guidelines issued by the Annual Circular Letter 2023 CVM/SEP, published by CVM's Superintendence of Corporate Relations on February 28th, 2023.
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