Obligations and corporate acts for 2020

Annual Quotaholders/Shareholders Meeting

Due to legal provisions, limited liability companies and corporations must hold a meeting at least once a year, within four months after the end of the fiscal year, in order to: take the management accounts and resolve on the balance sheet, financial statements and the economic result.

Other contractual, statutory or legal obligations must be assessed, such as the destination of profits and distribution of dividends, designation or change of administrators or member of other boards, considering the term of office.

Fiscal year ended on December 31, 2019: meeting until April 30, 2020.

Fiscal year ending on March 31, 2020: meeting until July 31, 2020.

Revocation of MP 892/2019, on the publication of corporation

The Provisional Measure No. 892/19, published on August 5, 2019, which suspended the obligation to publish corporate acts in newspapers and Government Gazettes, was not converted into law and, therefore, is no longer valid.

Thus, the obligation to publish such acts has returned, pursuant to Law No. 6,404/76.

Large companies

The so called large companies (company or group of companies under common control with total assets exceeding R$ 240 million or gross annual revenue above R$ 300 million), even if not constituted as a corporation, must comply with the provisions of Law 6,404/76, on the bookkeeping and preparation of financial statements and  mandatory independent audit by an audit registered in the Securities and Exchange Commission (CVM).

Ordinary Meeting of the Board of Directors or Fiscal Council

If applicable and required by the articles of association/bylaws, the procedures and matters to be resolved in eventual ordinary meetings of the Board of Directors and Fiscal Council, or even other bodies, must be observed.

Power of attorney renewal

In case the company/corporation utilizes a power of attorney with a determined period, its renewal must be observed. We highlight that the power of attorney signed abroad must be notarized, apostilled or consularized, translated into Portuguese by a sworn translator and registered before a notary office.

One-person limited liability company

Due to the Economic Freedom Law (Law No. 13,874/19), which, among other changes, amended the Article 1,052 of the Brazilian Civil Code, it is now possible to establish a limited liability company formed by only one person, without the need for minimum capital. Therefore, the plurality of quotaholders is no longer necessary for limited liability companies.

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Should you have any question or need any assistance regarding these or other legal obligations, please do not hesitate to contact us.

Best regards,

SAEKI ADVOGADOS