Deadline for Limited Liability Companies and Corporations to hold Annual Quotaholders/Shareholders Meeting
In accordance with Article 132 of the Law 6.404/76, and with Article 1.078 of the Brazilian Civil Code, all Brazilian Corporations (S/A) and Limited Liability Companies (Ltda), on the four months following the end of the previous fiscal year (April 30th for most of companies), shall perform a Shareholders Annual Meeting (AGO) or a Quotaholders Meeting (RS), respectively, for discussion and approval of:
- management’s report, exam, discuss and vote the company financial statements;
- approval of the destination of the net profit and distribution of dividends; and
- appointment of directors and the members of the board of auditors, if the case may be.
Exclusively for Brazilian corporations, it is important to highlight that previously to the date of the AGO, the company management must publish the company´s financial statements, management’s report and auditor’s report, in the state official gazette and in a newspaper published in the same location of the company headquarters.
The publishing obligation of financial statements of large-sized Limited Liability Companies – a company (or group of companies under common control) that has posted total assets above R$240 million, or annual gross revenues above R$300 million – is subject of legal discussion and therefore, large-sized Limited Liability Companies shall evaluate in each case the necessity of publishing of its financial statements.
However, if decide not to publish its financial statements, it may have its RS registry denied and will have to file for an injunction for the court to authorize (or not) the registry (good chances of success).