mars 26, 2018 - GTLawyers
The Brazilian Civil Code and the Brazilian Corporation Law set forth the obligation to hold a partners/shareholders' meeting, at least once a year, in the four months following the end of the fiscal year, in order to:
I - audit the accounts of the officers and resolve on the balance sheet and income statement, including the allocation of the year’s economic results to specific accounts or the distribution or capitalization of the profits, if applicable;
II - elect officers, when applicable;
III – resolve on any other subject in the agenda.
The fulfillment of the legal formalities, which include the call notice of meeting, the filing of its minutes in the commercial registry and its publication in large circulation newspapers (when applicable), aim to provide greater legal certainty to companies and their partners, avoiding any inquiry by public entities (e.g. the commercial registry), as well as facilitating the contracting with third parties, especially financial institutions. The unreserved approval of the accounts also has the important purpose of exempting the officers whose accounts were approved from any responsibility (and, if it is the case, the officers of the audit committee), with exception of eventual error, willful misconduct or simulation.
The legal procedures for holding meetings vary from one corporate type to another. Therefore, other obligations related to a prior disclosure of certain financial documents may apply (especially regarding stock companies – sociedades anônimas).
In view of the above, we remain at your disposal for any further clarification, as well as to formalize and register any shareholders’ meetings and ordinary general meetings that resolve on the aforementioned subjects.
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