Annual Approval – Management Accounts of Limited Liability Companies

April 30th, 2019 is 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.

This deadline is applicable for companies whose fiscal years end on December 31, 2018.

Although the obligation about bookkeeping and preparation of financial statements by large-sized limited liability companies is still controversial, it prevails the requirement for such companies to publish their financial statements before their annual general meetings or annual partners’ meetings, due to court decision and reinforced by 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:

  1. 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.
  2. 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 according to the Law 11638 from 2007 and Statement 39, 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.

Finally, please note that officers’ exemption for responsibilities related to the accounts of the fiscal year depends on the approval of the respective balance sheet.

We remain at your service to provide any clarifications you may need.