thursday, 11 april of 2019

Brazilian Federal Senate approves change in the publication rules of notices of general meetings and other documents in corporations

Enrique Tello Hadad e Fernanda Nakada

On March 27, the Federal Senate approved the Bill 286/15, which changes the rule related to the dismissal of publication of the general meetings’ call notice and of documents required from the Executive Board, in closely-held corporations.

In accordance with the referred bill, which has already been approved by the House of Representatives and by the Federal Senate, closely-held corporations with less than 20 shareholders and a net equity of up to R$10 million are exempted from publishing (i) call notices of general meetings and (ii) documents required by the law from the Executive Board, such as the financial statements. Currently, the dismissal of these publications is only applicable to closely-held corporations with less than 20 shareholders and a net equity of less than R$ 1 million.

In addition, another great change of this Bill is related to the dismissal of publication of documents in the Official Gazette. According to the referred bill, the publications required by the Corporation Law for any and all corporation shall now be made in a newspaper of wide circulation in a short form and with the simultaneous disclosure of the whole documentation in the website of the same newspaper.

In view of that, the costs related to publication of documents shall be significantly reduced.

The bill will now be submitted to the sanction of the president of the Republic and, if approved, the new rules, with exception of the dismissal of publication of the corporate documents in the Official Gazette (which will become effective as of January 1, 2022), will be valid as of their publication.

Our team remains available to provide additional information and/or clarification on the subject matter above.

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*Enrique Tello Hadad it's a lawyer at Loeser, Blanchet e Hadad Advogados.

*Fernanda Nakada it's a lawyer at Loeser, Blanchet e Hadad Advogados.

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