What must be done? All limited liability companies and corporations, regardless of their size, must hold, annually, the respective Annual Shareholders’ or Meeting, as stipulated by articles 1,078 of Law 10,406/2002 (“Code Civil”) and 132 of Law 6,404/1976 (“Corporations Law”). The purpose of these acts is to resolve on: 276c3k
(i) Management s, examine, debate, and vote on financial statements;
(ii) The allocation of net profit of the period and the distribution of dividends, if applicable; and
(iii) Election of managers and of the audit committee, when necessary.
When it must be done?
The Annual Shareholders’ or Meeting must take place within four months following the end of the fiscal year and its respective minutes must be ed with the Registry of Commerce of the State in which the company’s headquarters is located. Taking into that the fiscal year of most Brazilian companies ends on December 31 of each year, the Annual Shareholders’ or Meeting, in these cases, must be held by April 30, 2024.
It is not advisable, however, to leave this task until the last moment. Before the actual holding of the Meeting, companies must observe and comply with a series of preparatory steps, some of which are necessary at least 30 days in advance of the date scheduled for the Meeting. In the case of corporations, for example, managers must make the following documents available to shareholders (in accordance with article 133 of the Corporations Law).
(i) Management report on corporate business and the main istrative facts for the year just ended;
(ii) Copy of financial statements;
(iii) Opinion of independent auditors, if any;
(iv) Opinion of the audit committee, including dissenting opinion, if any; and
(v) Other documents relevant to matters included on the agenda.
Analysis, discussion, and voting in relation to companies’ financial statements are not just a formal procedure, as they represent a legal obligation that goes beyond the simple risk of possible inspection. These steps provide shareholders with the opportunity to examine the actions taken by managers during the fiscal year and request clarification on the responsibilities assumed by the company. Furthermore, the approval, without reservations, of managers s by or shareholders, in fact, exempts managers from liability.
In-person or remote format?
Both. Since 2020, legislation has started to authorize the holding of Meetings digitally, as long as the legally stipulated rights of participation and expression of or shareholders are observed, along with other regulatory requirements. This adjustment facilitated the holding of meetings and the effective participation of and shareholders.
Where to publish">*With contribution from Laura Sena Braga Pimenta