On April 30rd, 2025, 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, 2024.
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.
Large companies defined as those that had in the fiscal year of 2024, total assets surpassing BRL 240 million or gross annual income surpassing BRL 300 million, must publish their annual balance sheet and financial statements for the last fiscal year in a widely circulated newspaper in the location of the company’s headquarters, in the State Official Gazette, as provided by Law No. 11,638/07, or through the Public Digital Bookkeeping System (SPED).
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 relevant documents included in the agenda. The documents mentioned in items (i) to (iii) shall be published in the Union or State Official Gazette and in large circulation newspaper at least 5 days prior to the ASM.