Artigos - Postado em: 18/05/2015

(English) The minutes for account approval and the recent announcement of the obligation of the public disclosure of the financial statements of large companies


      The limited liability companies and the stock corporations shall be aware of their obligation to call a quotaholders meeting or an annual general meeting in order to proceed with the analysis of the accounts of the administration and to deliberate on the annual balance sheet and the economic results obtained in the last financial year. The Brazilian Civil Code (article 1,078) and the Stock Corporation Law (article 132) provide that such meeting should take place in maximum  four (04) months after the closure of the  companies financial year.

      The purpose of the meeting consists in the evaluation of the account of the administration, in order to deliberate about the annual balance sheet and the economic results. Then, it is possible to know the economic status of the company in order to proceed with the distribution of the eventual dividends (or profits).

      Although there are no sanctions in case of disregarding such liability, it is appropriate to proceed the administrative action mentioned above in order to maintain the company in order with their corporate documents. For companies that deal with public contracts or bid procedures for instance, the financial statements are extreme important, because they are commonly requested documents therefor.

      In this sense, it is important to point out a few comments on that matter: (i) the companies should, previously to the quotaholders meeting or annual general meeting, disclosure to the quotaholders or shareholders the documents that will be submitted for approval, (ii) the stock corporations must register their minutes and publish it in major newspapers.

      Recently, the Commercial Registry of the State of São Paulo (JUCESP), by its resolution No. 02 from 25 March 2015, announced the obligation, from that date on, to publish the financial statements in major newspapers and in the official journal of the union, before the filing of the minute of account approval of  large companies and unions, according to law No. 11.638 of 2007 (which regulates the extension provided to the large corporate companies concerning the elaboration and disclosure of the balance sheets).

      In accordance with the regulation, it will be considered as “large” company or union any company or group of companies under sole control, including the limited liability company that holds assets in an amount higher than two hundred and forty million reais (R$ 240,000,000.00) or annual gross revenues in an amount higher than three hundred million reais (R$ 300,000,000.00).

      The financial statement published shall be presented as file attached or in a separate document along with the registration and filing of the minutes of account approval before the Commercial Registry.

      The companies that do not find themselves with the abovementioned requirements shall include in the content of its minute or in a separate document a statement that they are dismissed to make and to present the publication related to the balance sheets, jointly signed by the administrator and the company´s accountant.

      The corporate law team of Chenut Oliveira Santiago – Sociedade de Advogados, remains at your disposal for any clarification related to the procedures referred to the drafting, analysis and registration of the corporate documents of our clients.

Gabriel Soares Queiroz – Attorney from the Corporate Law Area of Chenut Oliveira Santiago – Sociedade de Advogados.