Published in the Federal Official Gazette on September 22, 2022, Law 14,451/2022 replaces the wording of articles 1,061 and 1,076 of the Civil Code on topics related to the Resolution of Partners in Limited Liability Companies. Although the publication has already taken place, the Law takes effect 30 days after publication.
The Law was enacted with the purpose of giving more dynamism to decision-making within the scope of limited liability companies, reducing the quorums of approval of the partners provided for in the Civil Code for the deliberation and approval of certain matters, as highlighted below:
- Appointment of non-partner administrator: The wording of art. 1061 of the Civil Code, as amended, establishes that the approval of two-thirds of the partners while the capital stock is not paid in and a simple majority after the payment is made . In the current context, the unanimous approval of the partners is required, respectively, while the capital has not been paid in yet and of two thirds of partners after the capital is duly paid in.
- Amendment of articles of association, incorporation, merger or dissolution of the company or termination of its shutdown status: These matters, provided for in art. 1,076 of the Civil Code, depend, in the current scenario, on approval by ¾ (three quarters) of the partners. After Law 14.551/2022, the resolution of such matters will depend on approval by a simple majority of the partners.
The changes resulting from Law 14.451/2022 make the resolutions in the scope of limited liability companies more flexible, thus, improving the legal routine of the companies.
Therefore, as of October 22, 2022, companies that wish to make their approval quorums more flexible will be able to change their respective corporate documents
Thiago Timko Buschinelli
Isabella Lourenço Medina
