Reduction of Quorum for Resolutions in Limited Liability Companies - Law Noº 14,451, of September 21, 2022

On the present date, Law No. 14,451 was published, amending articles 1,061 and 1,076 of Law No. 10,406, of January 10, 2002 (Brazilian Civil Code), in order to reduce quorums of partners’ resolutions in limited liability companies.
The main change was the reduction of the quorums required for amendments to the articles of association, incorporation, merger and dissolution of the company, which went from 75% to the majority of the capital.
In addition, the quorums for the appointment of a non-partner manager were reduced, which previously depended on (i) the totality of the partners, in case the capital was not yet paid-in; and (ii) 2/3 of the capital after it is paid-in.
With the new law, these quorums were reduced to (i) 2/3 of the capital, while the capital is not yet paid-in; and (ii) majority of the capital after it is paid-in.
Law No. 14,451 and its provisions will come into force on October 22, 2022, so companies have only 30 days to inform themselves and adapt to the approved changes.


By Bruno Salama

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