Approval of financial statements and managers’ accounts

Financial statements and managers’ accounts must be reviewed within four months of the end of the fiscal year, under the terms of the company’s articles of association or bylaws.

In limited liability companies, such review normally takes place at the Annual General Meeting (Assembleia Anual de Sócios) – for companies with more than ten quotaholders – or at the Annual Quotaholders’ Meetings (Reunião Anual de Sócios) – for companies with less than ten quotaholders. In corporations, such review must take place at the Ordinary Shareholders’ Meeting.

For companies whose fiscal year ended on December 31, 2025, such deadline will expire on April 30, 2026. Pursuant to Law No. 6,404/76 (“Brazilian Corporation Law”), corporations must publish their financial statements in a widely circulated newspaper (summarized in the printed newspaper and in full on their website).

Closed corporations with annual gross revenue of up to BRL 78 million may publish their statements exclusively in electronic format.

Limited liability companies, in turn, are not required to publish their financial statements, even if they are large-sized.

We highlight that the approval of the financial statements exempts the managers from liability with respect to the accounts for the fiscal year to which they refer.

Finally, the approval of dividend payments, if applicable, must take into consideration any minutes drafted by the company at the end of last year for tax exemption purposes.

Demarest’s Corporate and Mergers and Acquisitions teams  remain available to provide further clarification regarding this or any other matters.