Following the announcement by the National Department of Business Registration and Integration – DREI, the Boards of Trade of the States of São Paulo (JUCESP) and Rio de Janeiro (JUCERJA) confirmed that large-sized limited liability companies are not obliged to publish their Financial Statements. It is a relevant announcement that, besides making viable the reduction of costs, avoids the exposure of financial information.

According to Article 1.078 of the Brazilian Civil Code, the shareholders of limited liability companies must approve their accounts within four months after the end of the fiscal year. However, there is no explicit requirement to publish the financial statements. Such an obligation is stated in the Corporation Law – LSA, which can be applied supplementarily to limited liability companies.

After the enactment of Law n# 11.638/2007, the rules about the recording and preparation of financial statements and mandatory independent audit became applicable to all companies considered large‑sized, regardless of their corporate form. For that law, a large-sized company is a company or group of companies under common control with assets greater than BRL 240 million or annual gross revenue greater than BRL 300 million in the previous fiscal year.

That law generated doubts on whether publishing the financial statements in the Official Gazette and wide-circulation newspapers, mandatory for corporations, would also be extended for limited liability companies, as the Boards of Trade so considered.

This debate continued until the publication of DREI Circular Letter n# 4742/2022, which clarified whether the Boards of Trade should grant large-sized limited liability companies the option to publish their financial statements.

In the same line, the Superior Court of Justice (STJ) decided, in Resp n# 1.824.891/RJ, that the legislature intentionally did not require the publication of financial statements by large-size limited liability companies, but only their preparation along the lines of a corporation.

As a result, the Boards of Trade of São Paulo and Rio de Janeiro, through the JUCESP Normative Ordinance n# 29, of April 24, 2023, and the JUCERJA Deliberation n# 157, of June 01, 2023, respectively, have revoked any internal acs that were still in effect but in disagreement with the DREI orientation and the STJ decision.

The teams at Fraga, Bekierman & Cristiano Advogados are available to clarify any doubts on the subject.