Limited Liability Companies  

In compliance with Article 1,078 of the Brazilian Civil Code (Law No. 10,406 of January 10, 2002, as amended), limited liability companies that closed their financial year on December 31, 2025, must hold, no later than April 30, 2026, an annual partners’ meeting to deliberate on the management accounts, the financial statements, the results of the company and, if applicable, the election of managers. The meeting may be waived if these matters are approved by all partners in writing (by a partners’ resolution). 

The minutes of the partners’ meeting or resolution must be filed for registration with (i) the Board of Trade of the State where the company has its principal place of business, in the case of business limited liability companies; or (ii) the Civil Registry of Legal Entities where the company’s Articles of Organization have been filed, in the case of simple limited liability companies. 

Corporations 

In compliance with Article 132 of the Brazilian Corporation Law (Law No. 6,404 of December 15, 1976, as amended – “BCL”), corporations that closed their financial year on December 31, 2025, must hold, no later than April 30, 2026, an annual shareholders’ meeting (“ASM”) to deliberate on the management accounts, the financial statements, the results of the company and, if applicable, the appointment of officers and members of the Audit Committee. 

Prior to the date of the ASM, the company must publish a notice in a newspaper of wide circulation at its headquarters’ location, in abbreviated form and with simultaneous disclosure of the full content of the documents on the website of the newspaper, informing that the management documents referred to by Article 133 of the BCL are available to the shareholders, indicating the place where they can be accessed. If all shareholders attend the ASM or the management documents are published at least one (1) month prior to the date of the ASM, the publication of the notice is not necessary. 

At least five (5) days prior to the date of the ASM, the management report, the financial statements, and the independent auditors’ opinion, if any, must be published in the same media outlets referred to above. 

Closely-held corporations with annual gross revenue of up to seventy-eight million reais (BRL 78,000,000) may opt to make the publications required by the BCL electronically through the SPED Balance Sheet Center (the Public Digital Bookkeeping System), being exempt from the obligation to publish in printed newspapers. 

The resolutions adopted in the ASM shall be recorded in the Book of Minutes of General Meetings and, within thirty (30) days from the date of the meeting, a certified copy of the respective minutes must be submitted for registration with the Board of Trade of the State where the company has its principal place of business. 

Sperling Advogados is at your disposal to assist you in the procedures for complying with the corporate obligations set forth above.