Corporate Newsletter 1 – Corporations And Limited-Liability Companies Annual General Meeting/Annual Partners Meeting

Corporations and Limited-Liability Companies Annual General Meeting/Annual Partners Meeting

According to articles 132 and 133 of Law no. 6,404/1976, as amended, and article 1,078 of the Brazilian Civil Code (Law no. 10,406/2002), corporations (sociedades anônimas) and limited-liability companies (sociedades limitadas) must hold a general shareholders’ meeting or annual partners’ meeting once a year, during the first four months subsequent to the end of their fiscal year, with the following objectives: (i) to receive the accounts of the administrators and to examine, discuss and vote on the financial statements; (ii) to decide on the allocation of the net profits and on the distribution of dividends; and (iii) to elect the administrators, when applicable.

The financial statements (prepared by the accountants of the company), the administration report and the other documents set forth in article 133 of Law no. 6,404/1976 shall be made available to the shareholders and published in the Official Gazette and in another newspaper of wide circulation published where the head offices of the corporation are located, in the form and within the timeframe set forth in Law no. 6,404/1976. In case of limited-liability companies, the financial statements shall be made available to the partners within the period of time preceding the meeting as set forth in the Articles of Association. If the Articles of Association do not address the matter, the applicable legal provisions will apply.

It is worth mentioning that closely-held corporation with less than twenty (20) shareholders and net equity of less than one million reais (R$ 1,000,000.00), may dismiss the publication of such documents provided that they are registered at the Commercial Registry together with the minutes of the annual general meeting which approved them.

We also highlight that, pursuant to the terms of Law no. 11,638/2007, it is applied to large companies (i.e. a company or group of companies under common control which had, in the previous fiscal year, total assets greater than two hundred and forty million Brazilian Reais (R$ 240,000,000.00) or annual gross revenues greater than three hundred million Brazilian Reais (R$ 300,000,000.00)), the provisions of Law no. 6,404/1976 related to the recording and preparation of financial statements and the requirement for independent audit by an auditor registered with the Brazilian Securities and Exchange Commission.

Thus, considering that April 30th, 2016 is the final term for holding the annual general meeting/annual partners meeting for corporations/limited-liability companies whose fiscal year ended on December 31st, 2015, we remain at your disposal to prepare the necessary corporate documents related to the referred meetings or to provide any clarifications deemed necessary.

Finally, we would like to remind you that the approval of the financial statements without reservations releases the members of the management from further liability, except error, fraud or simulation.

Mattos Engelberg corporate team is available should you need any assistance on this matter (societario@mattosengelberg.com.br).

This communication is merely informative; it is not a legal opinion.