Law no. 13.818/2019, published on April 25th, amends articles 289 and 294 of the Brazilian Corporations Law (“Corporations Law”) introducing two important changes regarding publication of documents of corporations:
1 – As of January 1st, 2022, corporations will no longer be obliged to publish documents required by law (such as minutes of general meetings, by-laws and financial statements) in the Official Gazette, being authorized to publish a summary of the documents in a widely circulated newspaper of the same location of the company’s headquarters and simultaneously in the newspaper’s website, which shall demonstrate the authenticity of such documents through a digital certificate.
2 – The publication of call notices for general meetings and of financial statements are no longer required for corporations with less than 20 shareholders and a net equity of up to 10 million reais on the date of such financial statements (previously such threshold was of 1 million reais). Therefore, the companies that comply with such conditions are authorized to, effective immediately:
I – call general meetings upon the delivery of direct notices to the shareholders with confirmation of receipt (without the need to publish the calls in a newspaper); and
II – not publish the documents provided in article 133 of the Corporations Law (which includes the balance sheet and other financial statements), provided that certified copies of such documents are filed with the Board of Commerce together with the minutes of the related general meeting.
The changes introduced aim at simplifying the publication procedures and reducing publication costs for the companies.
For additional information, please contact:
Ana Carolina Cabral