On April 25, the law 13,818/19 was published, changing the rule related to the dismissal of publications of the general meetings’ call notice and of documents legally required from the Executive Board, in closely-held corporations.
According to the referred Law, closely-held corporations with less than 20 shareholders and a net equity up to R$ 10 million are exempted from publishing: (i) call notices of general meetings (in this case, the general meetings shall be called by means of a notice delivered to all the shareholders); and (ii) documents required by law from the Board of Executive Officers (management's report related to the ended fiscal year; copy of the financial statements; independent auditors' report, if any; and any other document related to the Annual General Meeting). Currently, the exemption of these publications is only applicable to closely-held corporations with less than 20 shareholders and a net equity of less than R$ 1 million.
In addition, another great change is related to the dismissal of publication of documents in the Official Gazette. According to the referred Law, the publications required by the Corporation Law for any and all corporation shall now be made in a newspaper of wide circulation in a short form and with the simultaneous disclosure of the whole documentation in the website of the same newspaper.
Also, in case of financial statements, the short form publication shall contain, at least, in comparison with the data of the previous fiscal year, information or global figures related to each group and the respective classification of accounts or records, as well as extracts of the relevant information included in the explanatory notes and in the reports of the independent auditors and of the supervisory board, if any.
The new rules, with exception of the dismissal of publication of the corporate documents in the Official Gazette (which will become effective as of January 1, 2022), became valid as of the publication of the referred Law (April 25, 2019).
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*Enrique Tello Hadad it's a lawyer at Loeser, Blanchet e Hadad Advogados.
*Fernanda Nakada it's a lawyer at Loeser, Blanchet e Hadad Advogados.