Dear Sirs,
As per the Brazilian Corporate Law, all Brazilian companies must hold an annual shareholder’s meeting whereby they, among other matters, will discuss and approve the financial statements issued by the company related to the previous fiscal year’s accounts and the destination of profits accrued thereon.
The annual shareholder’s meeting must occur within four months from the end of each fiscal year. Please note that companies which its fiscal year is finished on 31st of December, 2017, the deadline for holding such shareholders’ meeting will be April 30th, 2018.
Moreover, the Brazilian law also requires that corporations must publish its financial statements on the official gazette and another local newspaper, with the exception of companies with less than twenty shareholders and with net equity lower than R$ 1 million, whom are exempt from this obligation.
Currently, the local Board of Trade understands that limited liabilities companies which accounted assets exceeding R$ 240 million and/or gross annual income exceeding R$ 300 million on the previous fiscal year (considered by the Brazilian law as “large-sized companies”), must comply with the same publication rule as corporations have.
The obligation set by such rule, however, can be reverted on judicial courts through a specific law suit.
So, upon your request, Zilveti Advogados is able to prepare a fees proposal to perform legal services, which would include: (i) preparation of the meeting minutes, in Portuguese and English versions; (ii) its registration with the Board of Trade; (iii) publishing of the balance sheets, if necessary; and (iv) any judicial measures aiming to guarantee the filing of corporate acts without the necessity of publishing the financial statements.
If you have any questions please do not hesitate in contacting us on the following e-mails: Fernando Zilveti (fzilveti@zilveti.com.br); Raphael Valentim (rvalentim@zilveti.com.br); or direct contact on +55 11 3254-5500.
Kind regards,
