Brazilian regulation provides that the partners/shareholders of the Brazilian companies shall meet annually to review the management accounts, discuss and vote the financial statements and decide on the destination of the year-end results, as well as, as the case may be, appoint managers and members of the audit board.
The annual meetings shall be held within the first 4 months after the end of the fiscal year. In Brazil, the fiscal year-end normally occurs simultaneously with the end of the calendar year on December 31, thus the ordinary partners/shareholders meeting shall usually be held until April 30.
Limited Liability Companies. Regarding the limited liability companies, prior to the annual meeting, the partners must receive the financial statements and the economic results of the company. The decisions taken in the meeting shall be reflected in the minutes that must be registered with the competent Board of Commerce within 20 days as of the date of the meeting.
Based on the terms of JUCESP resolution no. 2/2015, large corporate companies and cooperatives, regardless of the corporate type (including limited liability companies), shall evidence the publication of their financial statements in the newspapers usually used by the company, to file the Minutes of partners or shareholders Meeting which approved such statements.
According to Law no. 11.638/07, companies or group of companies under common control which have, on their last fiscal year, total assets greater than R$ 240 million or gross income greater than R$ 300 million are considered large companies. Companies which present a statement, signed by a legal representative jointly with an accountant attesting that the company is not large are released from publishing their financial statements.
Corporations. In relation to corporations, the decisions shall be taken in an Ordinary Shareholders’ Meeting (“AGO”). At least 1 month prior to the AGO, the company must publish its financial statements, which shall subsequently be registered with the Board of Commerce. Alternatively, the company can publish a notice to the shareholders, within the term above, informing that the financial statements are available in the headquarters and publish the financial statements at least 5 days prior to the AGO. Moreover, in case all shareholders attend the meeting, the terms above may be waived, provided that the financial statements are published prior to the AGO.
The minutes of the AGO shall be registered with the Board of Commerce within 30 days as of the date of the meeting and, subsequently, published in the newspapers usually used by the company.
Publicly held companies shall also observe the provisions established by the Normative Instruction of the Brazilian Security Exchange Commission (“CVM”) no. 481/2009 and the guidelines issued by Circular Letter CVM/SEP n°3/2019 (Ofício Circular CVM/SEP n°3/2019), published by CVM’s Superintendence of Corporate Relations on February 28, 2019. The delay to disclose its financial statements is considered a serious breach by CVM and can subject the company to the payment of a daily fine.
Our team will be pleased to assist you with the corporate documents required for the approval of the 2018 accounts and to discuss alternatives on the publication of financial statements for the large limited liability companies.
For additional information, contact KLA’s Corporate and Mergers & Acquisitions area.