On April 25, 2019, it was published the Brazilian Law No. 13.818, dated as of April 24, 2019 (“Law No. 13.818/19”), which changed the rules set forth by the Brazilian Law No. 6.404, dated as of December 15, 1976 (“Corporate Law”), by reducing the requirements related to the obligation of mandatory publication for certain joint-stock companies, as well as changing certain rules to the benefit of the joint-stock companies that are still subject to the mandatory publication.
The Law No. 13.818/19 modified the heading of Article 294 of the Corporate Law, by establishing that the joint-stock companies with less than twenty (20) shareholders and shareholder’s equity of up to BRL 10.000.000,00 (ten million Reais) to:
- (a) perform the announcement of the general meeting by simply delivering a call notice to all shareholders, according to all legal terms; and
- (b) be exempt from the publication of the Financial Statements and Management and Audit Reports, and any other relevant documents, according to Article 133 of the Corporate Law, provided that their certified copies are filed before the respective Board of Trade, along with the minutes of the general meeting that deliberate about such documents.
Another relevant change brought by the Law No. 13.818/19 relates to the rules applied to the publication of the required corporate acts for those joint-stock companies not qualified to the aforementioned exception. The new wording given to Article 289 of the Corporate Law determines that:
- (a) the publications are made in a highly publicized newspaper published where the company is headquartered, with the simultaneous and full disclosure on such newspaper’s website, in which the authenticity of the documents made available must be verified by digital certification; and
- (b) in relation to the Financial Statements, the summarized publication must contain, at least, in comparison with the Financial Statement of the previous fiscal year, information or global values related to each group and the respective classification of accounts or registries, as well as statements of relevant information included in the explanatory notes and the reports of the accounting firm and the board of auditors of the company, if any.
Also, with the modification on the wording of Article 289 of the Corporate Law, the publication of the mandatory accounting documents on the Official Gazette of the Federal Executive or of the respective State, will be no longer mandatory as of January 1st, 2022. The modification of the wording of Article 294, however, came into force on April 25th, 2019.
We must emphasize that the changes brought by Law No. 13.818/19 are a huge step forward to the simplification and mitigation of the bureaucracy of the joint-stock companies’ routine, and shall greatly reduce their costs, due to the highly amounts of money involved in publishing the mandatory corporate and accounting documents.
We remain at your disposal for any clarification needed.
Financorp Team (firstname.lastname@example.org)