Limited Liability Companies

In compliance with Art. 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, 2021 must hold no later than April 30, 2022 an annual partners’ meeting to deliberate on the management accounts, the financial statements and the results of the company and, if applicable, the election of managers. The meeting is 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 submitted for registration, in the case of business limited liability companies, with the Board of Trade of the State where the company has its principal place of business and, in the case of non-business limited liability companies, with the Civil Register of Legal Entities in which the company’s Articles of Incorporation have been filed.

With the enactment of Law No. 11,638, dated of December 28, 2007, the so-called “large” limited liability companies, that is, the limited liability company or group of companies under the same control which have had, in the previous financial year, total assets exceeding BRL 240,000,000 (two hundred and forty million reais) or annual gross revenues exceeding BRL 300,000,000 (three hundred million reais) are required to comply with the provisions of the Brazilian Corporation Law (Law No. 6,404, dated December 15, 1976, as amended) related to the bookkeeping, preparation of financial statements and mandatory independent audit by an auditor registered with the Brazilian Securities and Exchange Commission.

According to Resolution No. 02/2015 issued by the State of São Paulo Board of Trade (“JUCESP”) on March 25, 2015, and to JUCESP’s Ruling No. 41, large limited liability companies under the jurisdiction of JUCESP must evidence, as a condition for the registration of their minutes of annual partners’ meetings, the prior publication of their financial statements in the Official Gazette of the State of São Paulo and a newspaper of wide circulation. The requirement of large limited liability companies to publish their financial statements is still controversial. Such obligation can be challenged in court by the filing of a writ of mandamus.

Limited liability companies that do not qualify as large companies must evidence such condition by presenting a statement to JUCESP signed by their officers and registered accountants to enable the registration of the minutes of annual partners’ meetings or resolutions.

Corporations

In compliance with Art. 132 of the Brazilian Corporation Law (Law No. 6,404, dated December 15, 1976, as amended – “LSA”), corporations that closed their financial year on December 31, 2021, must hold no later than April 30, 2022 an annual shareholders’ meeting (“ASM”) to deliberate on the management accounts, the financial statements, the destination of the net profit and distribution of dividends and, if applicable, the appointment of officers, members of the Board of Directors and the Audit Committee.

Prior to the date of the ASM, the company must publish a notice in a newspaper of wide circulation edited in the location of its headquarters, in shortened 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 Art. 33 of the LSA are available to the shareholders, indicating the place where they can be accessed. If all shareholders will 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 opinion of the independent auditors, if any, must be published as provided above.

Closely held corporations having annual gross revenue of up to BRL 78,000,000 (seventy-eight million reais) may elect to publish their financial statements electronically, in which case it must be done on the company’s website and on the Balance Sheet Center of the so-called SPED (the Public Digital Bookkeeping System).

The resolutions taken in the ASM shall be recorded in the Book of Minutes of General Meetings and, within thirty (30) days as from the date of the meeting, 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.