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.

By Bruno Salama