OBLIGATION: Shareholders of limited companies and corporations with head offices in Brazil are required to meet at least once a year to decide on:
- the management accounts and the financial statements;
- the allocation of profits or losses accrued in the base-year;
- the election of new officers, members of the Board of Directors, and members of the fiscal board, when necessary.
TERM: 4 months as of the date of the end of the base-year. Considering corporate years that coincide with the fiscal year in Brazil, the term is April 30, 2021.
ACCOUNTABILITY: The management accounts, the financial statements and the balance sheet must be made available at the company’s headquarters with at least 30 days in advance of the meeting.
In the case of corporations, the financial statements and annual balance sheet must be published in the official gazette and in a widely circulated newspaper with at least 5 days in advance for private companies and 8 days in advance for publicly held companies, preceded by the publication of a notice to shareholders at least 30 days before the date of the meeting.
Privately held companies with less than 20 shareholders and shareholders’ equity of up to R$ 10 million are exempted from publishing their financial statements, however, they must be filed with the Commercial Register, together with the minutes of the ordinary shareholders’ meeting.
LARGE LIABILITY LIMITED: The Commercial Register understands that the limited liability companies considered to be large, that is, those with, at the end of the year (i) total assets greater than R$ 240 million, or (ii) annual gross revenue greater than R$ 300 million should publish the annual balance sheet and financial statements in order to register their approval of accounts with the Commercial Register.
Except in cases of error, deception, fraud or simulation, the approval of the accounts and the financial statements by the partners or shareholders exonerates the administrators and the fiscal council members from their responsibilities.
For more information please contact:
Luiz Donelli – luiz.donelli@dsalaw.com.br
Eduardo Abreu Sodré – eduardo.sodre@dsalaw.com.br
Suzana C. Cencin Castelnau – suzana.castelnau@dsalaw.com.br
