ANNUAL APPROVAL OF MANAGEMENT ACCOUNTS – LIMITED LIABILITY COMPANIES AND CORPORATIONS
In accordance with articles 124 and 132 of Federal Law no. 6,404/1976 (Corporations Act – LSA) and article 1,078 of Federal Law no. 10,406/2002 (Brazilian Civil Code), corporations and limited liability companies shall start the procedures required for the analysis and further approval of management accounts, aiming at assessing, discussing and voting on the financial statements, deliberating on the destination of profits and distribution of dividends.
Such approval shall take place at an annual quotaholders’ meeting, for the limited liability companies, and at an ordinary general meeting, for the corporations. In both cases, the minutes containing the resolutions from the respective meeting shall be registered before the Commercial Board. As an example, minutes dated of April 30th may be filed with the Commercial Board until May 30th, without disadvantages to the companies.
The meeting shall be done presentially, semi-presentially, in case of allowing the participation and voting in person or by distance, or totally by distance, in case of allowing the participation and voting just by distance. The participation and voting in these cases shall occur upon sending the voting list digitally and/or upon by distance participation, via electronic systems. The call instrument for the meeting shall inform, in highlight, if the meeting will be done semi-presentially or fully by distance, as well detail the manner that the participation and distance voting will occur.
For corporations, the financial statements, management report and other relevant documents, must be prepared according to the standards of the LSA, being made available to shareholders and published. According to the modifications promoted by Complementary Law 182/2021 (the Startups Act) and Federal Law 13,818/2019, for this year of 2022 the corporations with up to R$78.000.000,00 (seventy-eight million reais) of gross revenues may carry out their publications electronically via the Central Balance Sheet Database of the Public System of Digital Recording, and the others shall carry out the publication on a newspaper with large circulation of the same location of the corporation’s headquarters, being henceforth lifted official gazette publication.
For limited liability companies, the financial statements shall be made available to the quotaholders in accordance with the Articles of Organization and the Brazilian Civil Code. In accordance with Federal Law no. 11,638/2007, to the limited liability companies that are considered large-sized – the company or group of companies under common control that has, in the previous fiscal year, total assets exceeding R$240.000.000,00 (two hundred and forty million reais) or an annual gross revenue higher than R$300.000.000,00 (three hundred million reais) – are applicable the provisions of the LSA governing the preparation of financial statements.
Under such context, Similarly to regulations from other States, such as Rio de Janeiro, Minas Gerais and Amazonas, limited liabilities companies headquartered in the State of São Paulo, except for the possibility of judicial discussion, shall also observe the provisions of Deliberation no. 02/2015 of the Commercial Board of the State of São Paulo – JUCESP, which sets forth as preconditions for the registration of the corresponding minutes of quotaholders’ meeting approving the accounts: (i) for companies that meet the criteria of large-sized of Federal Law no. 11,638/2007 described above, the publication of the financial; or (ii) for companies that do not fall under the category of large-sized, a statement attesting such fact
