In light of the recent changes to the tax rules applicable to the distribution of dividends, introduced in the context of the income tax reform, particularly by Law No. 15.270/2025 and by normative acts issued by the Brazilian Federal Revenue Service (”RFB”), compliance with corporate deadlines and formalities for the proper approval of companies’ financial statements for the fiscal year has become especially relevant.
In this context, it is recommended that companies approve the financial statements relating to the fiscal year ended on December 31, 2025 by January 31, 2026, in order to ensure the correct tax treatment of the profits earned.
Notwithstanding the existence of a preliminary injunction extending the deadline for the approval of the financial statements for the 2025 fiscal year, it is important to note that such measure of an interim nature and subject to revocation at any time.
Quotaholders’ Meeting and Annual Shareholders’ Meeting 2025
On April 30rd, 2026, ends the deadline for partners of limited liability companies and corporations to assemble the Quotaholders’ Meeting or Annual Shareholders’ Meeting to approve the financial statements for the fiscal year ended on December 31st, 2025.
The meeting may be held in person or virtually, respecting the rights of shareholders’ participation and manifestation provided by applicable law, as well as requirements set forth in their respective articles of association/bylaws.
A. Limited Liability Companies
According to article 1.078 of the Brazilian Civil Code, limited liability companies must hold a Quotaholders’ Meeting, at least once a year, within 4 months counted from the financial years’ end to deliberate upon:
(a) Officers’ accounts and the balance sheet and economic result;
(b) Appointment of officers, if applicable; and,
(c) Any other matter of the agenda.
The balance sheet of the company and the officers’ accounts must be made available to the Quotaholders, in writing, and with proof of receipt 30 days in advance of the date of the Quotaholders’ Meeting.
B. Corporations
The shareholders of corporations shall hold an Annual Shareholders’ Meeting (“ASM”) within 4 months of the financial year’ end, according to the article 132 of Federal Law No. 6.404/76 (“LSA”), to deliberate upon:
(a) Officers’ accounts, as well as to examine, discuss and vote the financial statements;
(b) Destination of net profit of the financial year and dividend distribution;
(c) Appointment of officers and members of the audit committee, if applicable; and,
(d) Approval of share capital’s monetary adjustment.
Unless otherwise provided in the bylaws, for privately held corporations, the first call for the ASM must be made eight days in advance of the date of the meeting, counting from the publication of the first announcement. If the ASM is not installed in first call, a new announcement must be published with a minimum notice period of 5 days.
For publicly held corporations, the first call notice shall be made twenty-one days in advance and the second call notice 8 days in advance, unless a different period is provided in the bylaws.
B.1. Announcements and Financial Statements
The following documentation shall be published, for the Shareholders’ analysis one month in advance of the ASM (i) management report on company’s business and main events of the financial year; (ii) copy of the financial statement’s; (iii) opinion of the independent auditors, if any; (iv) opinion of the audit committee, including the dissenting votes, if any, and, (v) other documents relevant to matters included on the agenda. The documents mentioned in items (i) to (iii) must be published at least 5 days prior to the date scheduled for the AGM.