Annual Approval - Management Accounts of Limited Liability Companies
We would like to remind you about the deadline for limited liability companies to hold Annual General Meetings (companies with more than 10 partners) or Annual Partners' Meetings (companies with less than 10 partners, in case the articles of organization are silent on the matter or the articles of association so require) to examine the management accounts within the first four (4) months following the end of the fiscal year.
For companies with fiscal year ending on December 31st, such deadline ends on April 30, 2016.
Although this matter is still controversial and has been widely discussed since the publication of Law No. 11638 of 2007, which determined that the provisions of the Corporations Law about bookkeeping and preparation of financial statements apply to large-sized limited liability companies, the requirement for such companies to publish their financial statements before their annual general meetings or annual partners' meetings currently prevails because of a court decision and resolutions issued by the Board of Commerce.
The Board of Commerce of the State of Rio de Janeiro, through the Statements Nos. 39 and 49, understands that:
(i) For large-sized limited liability companies, the minutes of the annual general meeting or partners meeting which approve the management accounts and decide 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 liability companies, the minutes of the annual general meeting or partners meeting which approve the management accounts and decide on the Balance Sheet do not require to 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 a large-sized limited liability company.
Note that large-sized limited liability company is a company or group of companies under common control which total assets exceeded 240 million reais or annual gross revenue exceeded 300 million reais in the previous fiscal year.
We emphasize that officers' liability regarding to a certain fiscal year is discharged upon the approval of the related balance sheet and financial statements.
We remain at your service to provide any clarifications you may need.