Annual Approval of Management Accounts 2022

Yearly, within the four months following the end of the previous fiscal year, an annual partners’ meetings (in the case of Brazilian limited liability companies) and ordinary general shareholders’ meetings (in the case of Brazilian corporations) must be held. The mentioned period usually ends on April 30, considering that in most cases the fiscal year coincides with the calendar year.

Such meetings shall have the following agenda: (i) analyze the accounts of management; (ii) approve company’s financial statements; (iii) allocate company’s net profits for the year; and (iv) appoint the members of company’s management and fiscal council, if applicable.

We emphasize that the approval of the company’s accounts and financial statements exempts the directors, officers and fiscal council members from any liability related to such accounts and financial statements, except in case of error, fraud, malicious act or simulation.

In order for the partners or the shareholders to have enough time to review the documentation and support their vote, the company’s management accounts and financial statements must be made available one month in advance of the partners’ or shareholders’ meeting.

It is important to highlight the company’s obligation to publish the documents related to the annual meeting, as explained below:

  • Corporations with gross annual income of up to BRL 78,000,000.00: publications must be made electronically in the Financial Statements Central (Central de Balanços – SPED) and in the company's website;
  • Corporations with gross annual income exceeding R$78,000,000.00: publications will be made in a widely circulated newspaper in the locality of the company's headquarters, with simultaneous disclosure in the online page of the same newspaper.
  • Large-sized limited liability companies (company or group of companies under common control with total assets exceeding BRL 240,000,000.00 or with gross annual income exceeding BRL 300,000,000.00): there are different opinions as to the obligation of publications, but some Boards of Commerce require publications in a widely circulated newspaper and in the Official State Gazette (Diário Oficial do Estado) for registration of the minutes of approval of financial statements.

We are at your disposal for any further clarification, and to assist you in providing such approvals.

By Bruno Salama

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São Paulo

+55 11 3124 3070

Rua Funchal, 418
04551-060 SP Brasil

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