The Brazilian Civil Code and the Brazilian Corporation’s Law require that the shareholders of limited liability companies and of private or public corporations meet within the four months following the end of the fiscal year in order to:
- verify the managers’ accounts,
- decide on the financial statements,
- to resolve on the allocation of result for the year, and
- appoint new officers, directors, and members of the fiscal council, when applicable.
The purpose of these annual corporate meetings is to present the economic results and information on the activities related to the past fiscal year to the shareholders, as the case may be.
It is important to note that the Brazilian legislation requires some formalities to be completed before the annual meeting is held, such as:
- the availability of the financial statements to the shareholders of limited liability companies with 30 days in advance,
- the publishing of the announcement to the shareholders of a private or public corporation with one month in advance informing that the management report, the financial statements, the assessment of the independent auditors, if any, are available for consultation, among other documents,
- the publishing of the financial statements in a summarized form by the private or public corporation five days in advance to the annual general meeting, and
- the summoning of the shareholders under the terms of the law – a dispensable measure if all of them attend the meeting.
It is worth mentioning that the Brazilian corporate legislation has undergone several changes in recent years, especially in relation to obligations related to mandatory publishing by corporations.
The Corporation’s Law changed to authorize the publishing of the financial statements in a summarized form, which must contain, at least, in comparison with the data of the previous fiscal year, information or global values related to each group and the respective classification of accounts or records, as well as extracts from the relevant information included in the explanatory notes and in the assessment of the independent auditors and the audit committee, if any.
In addition, privately held corporations with annual gross revenue of up to BRL 78 million are authorized to publish only in the Central of Balance Sheets (“Central de Balanços”) of the Public Digital Bookkeeping System (“Sistema Público de Escrituração Digital” – SPED), free of charge, and without obligation to publish them in widely circulated newspaper and in the official gazette.
The other private and public companies are exempted from publishing in the official gazette, only having to publish them in a newspaper with wide circulation at the place of their headquarters and on their website.
Limited companies, in their turn, when classified as large companies and in the cases determined by the Brazilian Civil Code, remain obliged to publish in the state’s official gazette and in a widely circulated newspaper in the place where their headquarters are registered.
Finally, the approval of the accounts and financial statements without reservations exonerates the managers and, if any, the audit committee, except in cases of error, intent, fraud or simulation.
For more information please contact:
Suzana C. Cencin Castelnau – suzana.castelnau@dsalaw.com.br
Tomas Arruda – tomas.arruda@dsalaw.com.br
