Annual Meeting, Annual Assembly and Annual Shareholders’ Meetings – Approval of the Annual Accounts

Dear clients,

We would like to remind you that companies must hold Annual General Meetings (limited liability companies with more than 10 partners) or Annual Partners’ Meetings (limited liability companies with less than 10 partners, in the case that the Articles of Association are silent on the matter or the Articles so require) 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 with fiscal year ending on December 31, such term expires on April 30, 2021.

With regard to limited liability companies, although the obligation of bookkeeping and preparation of financial statements by large-sized limited liability companies is still a contentious issue and has been widely discussed since the publication of Law No. 11,638 of 2007, the requirement still stands for such companies to publish their financial statements before their annual general meetings or annual partners’ meetings, due to a court decision reinforced by resolutions issued by the Board of Commerce.

According to Law 11,638 of 2007, a large-sized limited liability company is a company or group of companies under common control whose total assets exceeded BRL 240 million or whose annual gross revenue exceeded BRL 300 million in the previous fiscal year.

Large-sized limited liability companies located in the State of São Paulo and associated to the Centro das Indústrias do Estado de São Paulo (CIESP) will not be required to publish their financial statements as a result of a judicial decision.

Finally, please note that approval of the balance sheet will discharge the officers from liability for the accounts for the related fiscal year.

We are available to provide any further information or clarifications on this matter.