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).

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The firm has announced the promotions of Clarissa Yokomizo (Corporate Law and M&A), Fábio Baldissera (Real Estate), Ingrid Hessling (Capital Markets), and Pedro Demartini (Tax). Since January 1, 2023, the firm counts with 32 equity partners.

Newly elected partner Fábio Baldissera is based in Porto Alegre and has worked at Souto Correa since its inception, in February 2013. He spearheads the firm’s real estate practice and has extensive knowledge and experience in the field, including matters connected to M&A transactions, infrastructure projects, wealth management, and succession planning, as well as strategic real estate litigation. Earlier this year, he was seen working alongside new partners Ingrid Hessling and Clarissa Yokomizo as counsel to Brazilian logistic group LOG Commercial Properties e Participações in the selling of assets to Credit Suisse.[1]

Clarissa Yokomizo and Pedro Demartini are based in São Paulo, having both joined Souto Correa in 2015. She practices in the firm’s corporate team, where she specializes in M&A, energy projects, competition issues, and estate planning. Prior to joining the firm, Clarissa acquired extensive international experience, having worked in cross-border matters in a law firm in France and in a multinational company in Japan.

In 2022, Clarissa worked on some ‘eye-catching’ deals, such as Oleoplan in the selling of FASA to Texan food processor Darling[2], and the joint venture between Telefônica and Ânima Educação[3] focused on developing and offering short-term professional educational courses on a digital platform.

Before joining Souto Correa, Pedro Demartini was an associate at Pinheiro Neto for ten years. He focuses his practice on indirect taxes and related litigation at the federal, state, and municipal levels, representing clients from many different economic sectors, such as technology, retail, oil and gas, and agribusiness. As tax area coordinator in 2022, Pedro has advised several projects and obtained favorable decisions for clients in relevant cases related to the technology, energy, and agribusiness sectors.

Rio-based Ingrid Hessling joined Souto Correa in February 2022 from Stocche Forbes, where she had spent nine years as an associate. Earlier this year, Hessling helped Brazilian energy group Energisa to make two separate debt issuances worth 1 billion reais (US$198 million) in total. She has also recently assisted Kijani Investimentos[4], Vinci Partners[5], and AZ Quest[6] in offerings from their respectively agribusiness-focused funds.

According to managing partner Guilherme Rizzo Amaral, “when I look at this quartet, I see we were very fortunate in combining technical skills, business acumen, and the right culture and values, while also keeping our commitment to improving gender diversity within our partnership.” He adds: “we have also welcomed a record of 22 new associates from our rank of interns, which reaffirms our commitment to develop and invest in our young talent. We grow to provide everyone within the firm opportunities to grow as well. Focus on the people has been our mantra during our first 10 years and will remain so into the next decade.”

Earlier this year, the firm added a lateral hire as a partner. Anderson Ribeiro[7] joined from Kasznar Leonardos to head the Life Sciences department at Souto Correa. The firm has also boosted its senior rank by recruiting senior industry lawyer Paulo Rosito[8] as counsel, strengthening its life sciences group, as well as by hiring agribusiness lawyer Ticiane Figueirêdo[9], who has 12 years of experience in credit granting and structuring operations, such as digital bonds, issuance of Rural Product Bills (CPRs), and negotiations in the Barter model.

*          *          *

Souto Correa Advogados combines technical acumen with a business-oriented approach to sophisticated matters. Since its launch almost a decade ago, the firm’s full-service offering has rapidly muscled its way into the competitive market. Its youthful outlook is combined with a multidisciplinary approach, integrating knowledge from several departments to create innovative legal solutions. Its client list includes some important and highly esteemed names that allude to the firm’s level of prowess.

[1] https://latinlawyer.com/article/credit-suisse-buys-assets-brazilian-logistics-group

[2] https://latinlawyer.com/article/us-food-producer-buys-brazilian-rendering-group

[3] https://thelatinamericanlawyer.com/kla-and-souto-correa-act-in-jv-between-Telefônica-and-anima/

[4] https://latinlawyer.com/article/souto-correa-and-stocche-forbes-in-agribusiness-fund-offering

[5] https://www.soutocorrea.com.br/noticias/souto-correa-assessorou-a-xp-investimentos-como-coordenador-lider-na-oferta-publica-de-cotas-de-emissao-do-vinci-credito-agro-fiagro-imobiliario-vica11/

[6] https://thelatinamericanlawyer.com/souto-correa-advises-az-quest-on-issuance-of-cotas/

[7] https://latinlawyer.com/article/souto-correa-appoints-partner-new-life-sciences-group

[8] https://latinlawyer.com/article/souto-correa-strengthens-life-sciences-team-in-house-hire

[9] https://thelatinamericanlawyer.com/souto-correa-hires-specialist-in-agribusiness-area/

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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 22^nd, 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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