Annual Quotaholders’ Meetings, Annual General Meetings and Annual Shareholders’ Meetings – Approval of the Annual Accounts

Companies must hold Annual General Meetings (limited liability companies with more than 10 partners), Annual Quotaholders’ Meetings (limited liability companies with less than 10 partners) or Annual Shareholders’ Meetings (corporations) to examine the management accounts within the first four (4) months following the end of the fiscal year. 

For companies whose fiscal year ends on December 31, such term expires on April 30, 2023.

It is important to highlight that the recent amendments to Law No. 6,404/76 (“Corporation Law”) introduced by Law No. 13,818/2019, which came into effect on January 01, 2022, established that corporations are exempt from  publishing their documents, including the Balance Sheets, in the Federal Official Gazette of Brazil. A summarized version of the documents must be published in a wide circulation newspaper, while the full version must be published on the same newspaper’s website. 

In addition, the Corporation Law was changed by Supplementary Law No. 182/2021 (New Legal Framework for Startups), which allows  closely held corporations with annual gross revenue up to BRL 78 million to publish their acts solely in a digital format. 

With respect to large-sized limited liability companies, the National Department of Business Registration and Integration (DREI) issued, on November 25, 2022, through Circular Letter SEI No. 4742/2022/ME, an opinion that obliges the Boards of Commerce to accept the understanding that the publication of financial statements by large-sized limited liability companies is not compulsory.

Finally, it is worth noting that the approval of the balance sheet will exempt the officers from any liability regarding the accounts of its respective fiscal year. 

Demarest’s Corporate and M&A teams are available to provide any further information or clarifications on this matter or any other topic.