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Assembléia Anual, Reunião Anual - Apreciação das contas dos administradores de Sociedades Limitadas


3/26/2015 9:00 PM Demarest News

Dear clients,
  
We would like to remind you of the need to hold the General Meeting (for companies with more than 10 partners) or the Annual Partners' Meeting (for companies with less than 10 partners, in case the articles of association are silent on the matter, or in case such articles of association so require) of limited liability companies, for examination of the management accounts within the first four (4) months following the end of the fiscal year.  
 
For companies closing the fiscal year on December 31st., such term expires on April 30, 2015.
  
The Board of Commerce of the State of Rio de Janeiro, through the Statements Nos. 39 and 49, understands that:
 
(i) For large limited companies, the Minutes of the Partners’ Meeting or Partners’ General Assembly which approves the management accounts and decides on the Balance Sheet must be filed with the evidence of the prior publication of the financial statements in the Official Gazette and in newspapers of wide circulation.
(ii) For all other limited companies, the Minutes of the Partners’ Meeting or Partners’ General Assembly which approves the management accounts and decides on the Balance Sheet may not attach the financial statements if the manager jointly with the accountant declare on a separate statement or in the wording of the Minutes, that the company is not classified as a large limited company.  
 
Large limited company (“sociedade de grande porte”)  is the company or group of companies under common control that in the previous fiscal year had total assets exceeding 240 million reais or annual gross revenue exceeding 300 million reais.
 
We note that the mandatory publication of the financial statements by the large limited companies has been a widely discussed issue since the publication of the Law No. 11,638, of 2007, by which it was determined the application of the provisions of the Business Corporations Act - Law No. 6,404 of 1976 - about bookkeeping and preparation of financial statements, by the large limited companies.
 
As a result of the decision issued by Federal Justice of São Paulo Judiciary Section, on March, 2010, the publication is due and all Boards of Commerce in the country are, in principle, obligated to require the publication of the financial statements of the large companies in order to register all Minutes of Meetings or Minutes of the Partners' Meeting that deliberate about it. 
 
Nevertheless, to our knowledge, only the Boards of Commerce of the States of Minas Gerais and Rio de Janeiro have ruled on this subject, as per Instruction of Service JUCEMG No. IS/03/2010 and Statement JUCERJA Nos. 39 and 49, by which it was determined for the large companies the need of evidence of prior publication of their financial statements in order to file the Minutes that approves such statements. 
 
Finally, please note that the lack of approval of the balance sheet and the economic results does not discharge the officers from the liability for the accounts for the related fiscal year.
 
We remain at your service to provide any clarifications you may need.
 
Best regards,

Demarest Advogados
Corporate Area
  
 
Maria Lúcia de A. Prado e Silva ​msilva@demarest.com.br 55 11 3356-1517​​
Glaucia H. Ferreira​ ​gferreira@demarest.com.br ​55 11 3356-2180
Corporate Team based in Rio de Janeiro:​ ​ ​
​João Almeida jalmeida@demarest.com.br ​55 21 3723-9804
​Eliane Nery enery@demarest.com.br ​55 21 3723-9809
​Roberta Batalha rsbatalha@demarest.com.br ​55 21 3723-9871
​Priscila Park ppark@demarest.com.br ​55 21 3723-9878

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