Annual Account Approval of Brazilian limited liability companies and corporations
This is an electronic newsletter informing on the mandatory annual account approval of Brazilian limited liability companies and corporations.
According to article 1,078 of the Brazilian Civil Code and article 132 of the Corporations Law, limited liability companies and corporations have until April 30, 2023, to prepare and file before the Board of Trade of the State where the company’s headquarters are located, the minutes of the quota holders’ meeting or of the general meeting, as applicable, approving the accounts related to the fiscal year ended on December 31, 2022.
Regarding limited liability companies, with the publication of the Circular Letter SEI No. 4742/2022/ME, of November 25, 2022, the publication of the financial statements in the Official Gazette and in newspapers of wide circulation became optional for all limited liability companies, including the “large” limited liability companies, as so considered, under the terms of Law No. 11,638/07, the companies or the group of companies under common control that have, in the prior accounting period: (i) total assets exceeding R$ 240,000,000.00 (two hundred and forty million reais); or (ii) annual gross revenue exceeding R$ 300,000,000.00 (three hundred million reais).
As for the mandatory publications required by the Corporations Law, publicly and closely-held corporations with gross annual revenues exceeding R$ 78,000,000.00 (seventy-eight million reais) must publish their financial statements in a large circulation newspaper, in printed and digital format, published in the location where the company’s headquarters are located. Closely-held corporations with annual gross revenues of up to R$78,000,000.00 (seventy-eight million reais), on the other hand, may publish their financial statements in the Central Balance-Sheet Database of the Public Digital Bookkeeping System (SPED), without the former obligation of publishing them on the companies’ websites, as per the Ministry of the Economy Directive No. 10.031/2022.
The law does not establish a penalty for companies that do not register, within the legal term, the minutes of account approval. However, third parties, and even the quota holders/shareholders themselves, may claim compensation for losses arising from the lack of opportunity to analyze the company’s accounts, not to mention the possibility of civil liability of the officers.
Should you be interested, we are at your entire disposal to help with the preparation of the minutes of the quota holders’ meeting or of the general meeting, as well as with the documents and forms necessary for the filing before the competent Board of Trade.
Corporate Department
equipesocietario@almlaw.com.br
