Law No. 13,818, of April 24, 2019 (“Law 13,818”), amended articles 289 and 294 of Law No. 6,404, of December 15, 1976 (“Corporations Law”), to: (i) establish new rules for mandatory publications by joint stock companies (“Corporations”); and (ii) increase the maximum amount of net equity that allows the closely-held corporations to enjoy the simplified regime of publication of their corporate acts.
There are two main changes in the publications regime: (i) Corporations are no longer obliged to publish their documents in the Brazilian official gazette; and (ii) the publication of such documents in wide-circulation newspapers, published in the locality of the head office of the corporation, may now be made in a summarized format, with the complete content to be made available on the online version of the same newspaper, which shall provide digital certification of its authenticity, to be issued by a certified authority duly registered under the Brazilian Public Key Infrastructure (ICP-Brasil).
The content of the summary to be published is not regulated by the new rule. However, for financial statements, the publication in a summarized format must contain at a minimum, in comparison to the data of the previous fiscal year, information or global figures relating to each group and the respective classification of accounts or records, as well as excerpts of important information provided in the explanatory notes and in the independent auditors and audit committee reports, if any.
This new regulation shall be effective as of January 1, 2022.
Since its entry into force, the Brazilian Corporations Law allows closely-held corporations that meet certain requirements to call general meetings by means of delivery of a call notice to their shareholders – instead of through publication of such announcement – bypassing the need for publication of the documents referred to in article 133, provided that they are filed with the Board of Commerce.
The first requirement of such a regime, which was not changed by Law 13,818, is the maximum number of shareholders permitted: 20. The second requirement is the maximum amount of net equity: formerly BRL 1 million (since 2001) and now, with the new rule, an increase to BRL 10 million.
This simplified regime of publication, which includes the new maximum net equity amount, is already in force and may be adopted by closely-held corporations.
Our Capital markets and Corporate Law teams are available for any further information or clarification on this matter.