Annual Approval of Management Accounts – 2023
By the end of April 2023, Brazilian companies, especially limited liability companies and corporations, which fiscal year ended on December 31, 2022, must hold a quotaholders’ meeting or ordinary shareholders’ meeting (as the case may be) to, among others: (i) take the accounts of the managers and resolve on the financial statements; (ii) resolve on the allocation of the financial results ascertained in such fiscal year; and (iii) resolve on the election or reelection of managers and members of the Supervisory Board, as the case may be. The minutes of the quotaholders’ or shareholders’ meeting must be further registered with the competent Board of Trade.
It is important to emphasize that the approval, without reservations from the quotaholders/shareholders, of the management accounts and the financial statements, releases the managers and members of the Supervisory Board from liabilities concerning such accounts, except for error, willful misconduct, fraud, or simulation.
Regarding the publication requirements applicable to corporations, it is worth mentioning that, since the beginning of 2022, the publication of acts in Official Gazettes has been exempted, being only subject to the publication of the summary version of the relevant act in a printed newspaper having wide circulation in where the corporation is headquartered, and with simultaneous publication of its complete version on the same newspaper page on the internet.
For privately-held corporations with annual gross revenues lower than BRL 78,000,000.00, publications may be made electronically, provided that the act is published on the corporation website and on the Central Balance-Sheet Database of the Public Digital Bookkeeping System (SPED) with digital certification in accordance with the terms of the Brazilian Public Key Infrastructure (ICP-Brasil).
Limited liability companies are exempted from the publication of the financial statements, including “large sized” limited liability companies (i.e., company or group of companies under common control that have accrued, in the last fiscal year, total assets exceeding BRL 240,000,000.00 or annual gross revenue exceeding BRL 300,000,000.00).