Dear customers,
According to the current legislation, limited liability companies and corporations must hold, in the first four months of their fiscal year, ordinary meetings/assemblies to, briefly
- Taking the accounts of the directors, examining, discussing and voting on the financial statements for the previous fiscal year (and resolving on the allocation of net income and the distribution of dividends); and,
- Elect/designate managers (and members of the Board of Directors in the case of S/As), when applicable.
The deadline is April 30 for companies whose fiscal year ends on December 31.
It is worth emphasizing that the financial statements must be published in a large circulation newspaper, in the locality of the company’s headquarters, up to 5 (five) days before the date of the Meetings, in the case of Corporations, and of large Limited Liability Companies, 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 (two hundred and forty million reais) or annual gross revenue greater than R$ 300,000,000.00 (three hundred million reais).
The obligation to publish financial statements, by Corporations, does not apply to closed capital companies, with less than 20 (twenty) shareholders and net worth of up to R$ 10,000,000.00 (ten million reais).
For privately-held corporations with annual gross revenues of up to R$ 78,000,000.00 (seventy-eight million reais), the respective financial statements may be published electronically on the Balance Sheet Center (CB) of the Public Digital Bookkeeping System (SPED), and made available on company’s website,
Failure to comply with the legal obligation can have the following effects:
- Until the accounts are approved without qualification, the managers and members of the fiscal council remain responsible for the acts performed during the fiscal year, that is, the approval of the accounts without qualification is a question of security for the managers in charge of a company’s management, who are thus exempt from responsibility, except in cases of error, malice, fraud, or simulation;
- Depending on the date of the last filing made, the Board of Trade may cancel the company’s registration due to inactivity, with possible repercussions for the Internal Revenue Service and the state and municipal treasuries; e,
- The company is exposed to the risks of, for example, not being able to participate in tenders and to obtain financing from financial institutions.
- We remain at your disposal to clarify any doubts and to advise you regarding the fulfillment of the above obligation.