Law that reduced the quorum for approval of certain matters in limited liability companies will come into effect on October 22nd, 2022
Law No. 14,451/2022, sanctioned on September 21st, 2022, introduced significant changes regarding the deliberation quorums for the election of non-shareholder managers, the amendment to the articles of association, corporate reorganization, and dissolution of limited liability companies.
Find below a summary table with the mentioned changes:
Despite of the new law, the shareholders of limited liability company may, at their sole discretion, include higher deliberation quorums (than those provided in the Brazilian Civil Code) in the articles of association of the company. However, such deliberation quorums cannot be in any way reduced.
The amendment brought by Law no. 14,451/2022 represents a relevant innovation in the corporate field of limited liability companies, notably regarding the power to control and manage the corporate activities. Under the current legal provision, such power is restricted to shareholders holding at least 75% of the capital stock; and, when the new law comes into effect, also it will also include the shareholders holding the absolute majority (50% plus one share) of the capital stock.
We highlight that the quorums for approval of other matters provided in the Brazilian Civil Code that were not expressly mentioned in the new law remain unchanged. The new law will come into effect as of October 22nd, 2022.
The full content of Law 14,451/2022 is available here.
This material does not aim at fully covering the topic and point out all the changes introduced by the new law, but only to highlight the main changes thereto. This is a solely informative text and should not be considered a legal opinion or legal advisory.
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