On January 1, 2022, the new wording of article 289 of Law No. 6,404/76 (“Brazilian Corporation Law”), which had been amended by Law No. 13,818, enacted on April 24, 2019, came into effect to introduce new rules for publications required of Brazilian corporations.
As of this date (January 1), Brazilian corporations may publish their documents, such as corporate acts and financial statements, only in large circulation newspapers published in the locale in which the company’s head offices are located, in a summarized form and with simultaneous disclosure of the full content of the documents on the webpage of the same newspaper on the Internet, which must provide digital certification of the authenticity of the documents maintained on the webpage issued by a certifying authority accredited under the Brazilian Public Key Infrastructure (ICP-Brazil).
For the publication of financial statements in summarized form, the publications must contain, at least, in comparison with the data of the previous fiscal year, information or global amounts related to each group and the respective classification of accounts or records, as well as extracts of the relevant information included in the explanatory notes and in the opinions of the independent auditors and the fiscal council, if any.
The great innovation brought by this change is that it is no longer necessary to publish documents in the Official Gazette, which used to represent most of the corporations’ expenses on publications.
It is worth noting that, as previously reported in our newsletter of June 7, 2021, according to the Legal Framework for Startups and Innovative Entrepreneurship (Supplementary Law No. 182, of June 1, 2021), privately-held corporations with annual gross revenues of up to BRL 78,000,000.00 (seventy-eight million Brazilian reais) will be able to make the publications required by the Brazilian Corporation Law electronically, as an exception to the rule set forth in article 289 of the Brazilian Corporation Law, described above.
The amendment to article 289 of the Brazilian Corporation Law is already being challenged by the Brazilian Association of Official Gazettes (Abio) through a judicial lawsuit challenging its constitutionality, which has not yet been decided on.
Demarest’s Corporate team is entirely available for any further information or clarification.