According to the provisions of the Brazilian Civil Code (“CC”) and the Corporates Act (“LSA”), companies must approve their financial statements and economic results annually, as well as deliberate on the administrators’ accounts and the allocation of results accrued in the previous year.

Check the table below for the main rules and deadlines applicable to your type of company:

Joint-Stock Companies Limited Liability Companies
Formality Ordinary Shareholders Meeting (i) Quotaholders Meeting; or
(ii) Quotaholders Assembly (> 10 partners)
Deadline April 30th, 2024
Article 132 of LSA Article 1.078 of CC
Quorum for Approval Absolute Majority
(Article 129 of LSA)
Majority of the Presents
(Articles 1.071, I and 1.076, III of CC)
Publication of Minutes and Financial Statements
  • The minutes and financial statements must be published, but not necessarily in the Official Gazette; disclosure can be made in summary form, on the paper version and on the website of a widely circulated newspaper;
  • Closed corporations with annual gross revenue of up to BRL 78 million may only publish electronically;
  • The filing of the acts in the Board of Trade is optional.
  • There has never been an express rule on the obligation to publish the minutes of the meeting or assembly approving the accounts in the Official Gazette and a widely circulated newspaper;
  • The DREI also removed the obligation to publish for large-sized limited liability companies (which, in the previous financial year, held total assets > BRL 240 million or annual gross revenue > BRL 300 million);
  • The filing of balance sheet and statements in the Board of Trade is optional.
Sanctions There are no specific penalties for delays or omissions in companies’ approval of accounts. However, non-compliance with such an obligation on time can lead to restrictions on the practice of the following actions:

  • participation in public bids and contracts, and private tenders;
  • filling of requests for judicial or extrajudicial recovery, or bankruptcy;
  • entering into financing contracts, foreign exchange, credit lines, loans, and the like;
  • remittance of capital abroad (which can affect the distribution of dividends or reimbursement within the corporate group).

For publicly traded companies, the lack or delay in submitting the minutes of the accounts’ approval may result in cumulative fines being imposed by B3 and CVM.

The teams at Fraga, Bekierman & Cristiano Advogados are available to answer any questions, as well as to assist in preparing the documents and carrying out the necessary procedures.