Deadline for Holding the Assembly
Public Limited Companies must annually, in the first 4 (four) months following the end of the fiscal year, hold an ordinary general meeting to, among other matters: (i) review the accounts of the directors, examine, discuss and vote on the financial statements; and (ii) deliberate on the allocation of the net profit for the fiscal year and the distribution of dividends, all in accordance with article 132 of Law No. 6,404/1976, as amended (“Corporation Law”).
Limited Liability Companies have similar rules, as provided for in article 1,078 of the Civil Code, and must, within the same four-month period following the end of the financial year, hold a shareholders' assembly or meeting with the aim of, among other things, taking the accounts of the directors and deliberating on the company's balance sheet and economic result.
Considering that most Companies have a financial year compatible with the fiscal year, this period ends in April 30, 2024.
Main Requirements and Necessary Documents
In Public Limited Companies, the Corporation Law determines that:
· The call must be published at least 03 (three) times, containing the location, date, time, agenda and, if there is a change in the bylaws, the indication of the matter to be discussed;
– In closed companies, the call must be made at least 8 (eight) days in advance;
– In publicly-held companies, the call must be made at least 21 (twenty-one) days in advance and the second call must be made 8 (eight) days in advance.
· Despite the deadlines indicated above, in both the case of publicly-held and privately-held companies, administrators must provide up to 1 (one) month in advance:
– The management report on the company's business and the main administrative facts of the fiscal year ended;
– Copy of financial statements;
– Opinion of independent auditors, if any;
– Opinion of the Supervisory Board (if any); and
– Other documents relevant to matters included in the agenda.
· The financial statements are made available through publication, in accordance with article 289 of the Corporation Law. That is, in a widely circulated newspaper published in the location where the company's headquarters are located, in summary form and with simultaneous disclosure of the full documents on the same newspaper's website.
– Closed companies with annual gross revenues of up to R$78,000,000.00 (seventy-eight million reais) are exempt from publishing their financial statements in a widely circulated newspaper. In this case, publications must be made electronically in the SPED Balance Sheet Center, as well as on its website.
In Limited Companies, this procedure is simplified, requiring:
· The provision of documents relating to the administrators' accounts and balance sheet up to 30 (thirty) days before the date set for the assembly or meeting;
· Limited Liability Companies, even large ones, are exempt from publishing their financial statements in the official gazette and/or in widely circulated newspapers. In the case of large Limited Liability Companies, their financial statements must be published electronically in the SPED Balance Sheet Center, as well as on their website.1 Other Limited Companies may make their financial statements available exclusively to their respective shareholders.
Our Corporate Law team is available in case of any doubts or questions.
1 Circular Letter SEI No. 4742/2022 from the National Department of Business Registration and Integration (DREI) and RESP No. 1,824,891 RJ.
