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Annual Shareholders’ Meeting, Annual Quotaholders’ Meeting and Rules applicable to Publications
During the four months following the end of the fiscal year, the shareholders of Brazilian corporations and the quotaholders of Brazilian limited liability companies must hold an annual meeting to, among other matters, (i) discuss the management accounts and the financial statements of the company; (ii) decide on the allocation of profits or losses of the year; and (iii) appoint the members of the company’s management.
For those companies which corporate year ended on December 31, 2022, the meeting must be held on or before April 30, 2023, according to the applicable corporate laws.
For such purpose, the management of the companies organized as corporations must disclose its financial statements in advance (along with the management report concerning the business of the company and the auditors’ report, if applicable), upon their publication in a newspaper of broad circulation or, if applicable, electronically, according to the rules currently in force and summarized below:
|
Type of corporation |
Printed publication | Electronic publication |
|
Closed companies in general (Art. 289, LSA) |
Newspaper of wide circulation edited in the place where its head office is located, in summary form. |
On the website of the same newspaper, in full content. |
|
Smaller closed companies (Art. 294, LSA) |
Waived for closed companies with annual gross revenue of up to BRL 78 million. |
On Central de Balanços of SPED, in full content. |
|
Publicly-held companies in general (Art. 289, LSA) |
Newspaper of wide circulation edited in the place where its head office is located, in summary form. |
On the website of the same newspaper, in full content. |
The management of the limited liability companies, on its turn, must provide to the quotaholders the balance sheet and the statements of its economic results, provided that the publication of its financial statements is optional, regardless of the company’s annual gross revenue, in accordance with the provisions of Official Letter DREI No. 4742/2022/ME, which recognized that the absence of proof of the aforementioned publications by large limited liability companies should not be a reason to reject or issue requirement in the filing processes of corporate acts.
Dias Carneiro Advogados is entirely available to provide any clarifications and to assist with this matter.