Law No. 14451/2022 (DOU 22.09.2022) has modified some relevant deliberation quorums of the limited liability company shareholders’ foreseen in the Brazilian Civil Code, as highlighted below:

I. I. Deliberation Quorum for Appointment of Non-Shareholders’ Administrators:

Currently, limited liability companies require the unanimous approval of the shareholders for the appointment of non-shareholders administrators while the capital stock is not paid in, and the approval of at least two-thirds of the shareholders after the capital is paid in. Law 14451/2022 amended article 1061 of the Civil Code and reduced this quorum, so the appointment of non-shareholders administrators now depends on the approval of two-thirds of the shareholders while the capital stock is not paid in and, once paid in, the acceptance of holders of quotas corresponding to more than half of the capital stock.

II. II. Deliberation Quorum for Amendments to the Articles of Association and Corporate Operations:

Law No. 14451/2022 also reduced the deliberation quorum for the hypotheses of amendments in the articles of incorporation (article 1071, V of the Civil Code); and incorporation, merger, and dissolution of the company or termination of the state of liquidation (article 1071, VI of the Civil Code). The quorum for approving these matters, which used to be a minimum of three-quarters of the capital stock, was reduced to the quorum represented by votes equivalent to more than half of the capital stoc.

Law 14451/2022 will come into force thirty days after its official publication. Given the relevant changes, it is recommended that the limited liability companies review clauses in their Articles of Association related to deliberations and make the appropriate changes. Fraga, Bekierman e Cristiano Advogados’ corporate team is at your disposal for such a purpose.