Annual Approval of Accounts in Brazil

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 fiscal year on December 31, 2023, must hold, by April 30, 2024, an annual partners’ meeting to deliberate on management’s accounts, financial statements, and the company’s results, and, if applicable, the election of managers. The meeting becomes unnecessary if all partners decide in writing, through a partners’ resolution, on the matters above.

The minutes of the meeting or the partners’ resolution must be submitted for registration, in the case of companies (sociedades empresárias), before the Board of Trade of the State where the company is headquartered, and, in the case of simple companies (sociedades simples) before the Civil Registry of Legal Entities (Registro Civil das Pessoas Jurídicas) where the company’s constituent acts are filed.

Corporations

In compliance with article 132 of the Corporations Law (Law No. 6,404, of December 15, 1976, as amended – “Corporations Law”), corporations that closed their fiscal year on December 31, 2023, must hold, by April 30, 2024, an ordinary general meeting (“OGM”) to deliberate on management’s accounts, financial statements, and the company’s results, and, if applicable, the election of directors and members of the Fiscal Council (Conselho Fiscal).

Prior to holding the OGM, the corporation must publish in a widely circulated newspaper in the location of its headquarters, in summarized form and simultaneously with the full disclosure of the documents on the newspaper’s website, notices that management documents referred to in article 133 of the Corporations Law are available to shareholders, indicating where such documents can be obtained. If all shareholders attend the OGM or if the management documents are published up to 1 (one) month from the date set for its occurrence, the publication of notices is not necessary.

Up to 5 (five) days before the OGM, the management report, the company’s financial statements, and the opinion of independent auditors, if any, must be published in the same aforementioned communication channels.

A closed-capital corporation with annual gross revenue of up to R$ 78,000,000.00 (seventy-eight million Brazilian reais) may choose to publish its financial statements electronically on its website and on the SPED (Public Digital Bookkeeping System – Sistema Público de Escrituração Digital) Balances Central.

Minutes of the OGM will be drawn up in the General Assembly Book (Livro de Atas das Assembleias Gerais) of the company, and within 30 (thirty) days from the date of the meeting, a true copy of the minutes must be submitted for registration before the Board of Trade of the State where the company is headquartered.

Sperling Advogados is available to assist you in complying with the aforementioned corporate obligations.