1. Limited Liability Companies ("Limitada") - Annual Partners Meeting
The Limitada is required, at least once a year and generally within the first four months following the end of the fiscal year (i.e., by April 30 if the fiscal year ends on December 31), to hold a shareholders' meeting to, among other things, review the management accounts and deliberate on the financial statements.
The Civil Code establishes several formalities for holding the Annual Partners' Meeting (e.g., calling the meeting, sending financial statements to non-management partners). We recommend special attention to the timely completion of all formalities, especially if there is the possibility of a partner's absence or dissenting vote.
We point out that special provisions apply to large companies, even if they are not incorporated as corporations, which, for example, are required to comply with the accounting rules that apply to corporations about bookkeeping and to have an independent audit. There are also controversies regarding the obligation to publish the financial statements of these companies. A large company is considered to be the company, or group of companies under common control, that has, in the previous fiscal year, total assets greater than R$ 240,000,000.00 or annual gross revenue greater than R$ 300,000,000.00.
2. 2. Joint Stock Companies ("S/A") - General Shareholders' Meeting ("AGO")
Annually, within the first four months following the end of the fiscal year (i.e., generally by April 30 if the fiscal year ends on December 31), an Annual General Meeting must be held by S/A in order to: (i) take the management accounts and examine, discuss and vote on the financial statements; (ii) decide on the destination of the net income for the year and the distribution of dividends, as the case may be; (iii) elect the managers and the members of the fiscal council, if applicable, and set the respective remuneration.
The Brazilian Corporation Law stipulates a number of formalities for the holding of a shareholders' meeting (e.g., publication of the call notices and financial statements). In case the AGO is attended by all its shareholders, certain formalities may be dispensed with, except that the financial statements (including the Management Report and the Opinion of the Auditors and the Fiscal Council) must be published before the AGO is held. However, in case of absence of any shareholder or divergent vote, all formalities established by the S/A Law must be strictly followed. Special provisions apply to closely-held corporations with annual gross revenues of up to R$78 million.
Important Note: the partner/shareholder may participate and vote remotely in the meeting/assembly, which may also be held digitally, in compliance with the legally established rights of participation and manifestation of partners/shareholders and other applicable requirements and regulations.