Annually, both limited liability companies (LTDA) and corporations (SA) shall hold an ordinary shareholders’ general meeting (“Ordinary Meeting“) within the first four months following the end of the company’s fiscal year, which usually coincides with the calendar year in accordance with the Brazilian law. Therefore, the deadline is generally April 30th, considering that the fiscal year ends on December 31st.
At the Ordinary Meeting, it is mandatory that shareholders review and deliberate on the company’s accounts and financial statements, presented by its executive officers, as well as deliberate on the election or re-election of the company’s officers, directors and the members of the audit committee, as applicable.
To ensure transparency and accountability, all documents relevant to the deliberations on the Ordinary Meeting agenda shall be made available to all shareholders at least 30 days prior to the date scheduled for the Ordinary Meeting to take place. For most companies, this means that they will need to publish their accounts and financial statements at least one month before the date of the Ordinary Meeting.
It is important to note that the approval of the company’s accounts and financial statements by the shareholders will release the respective officers, directors, and audit committee members from liability, except in cases of error, fraud, or willful misconduct.
However, should the company fail to convene the Ordinary Meeting or should the Ordinary Meeting not be held in accordance with Brazilian legislation, the company’s officers, directors and members of the audit committee, as applicable, may be held liable for damages caused to third parties and/or to the company.
If you have any questions on the matter, please contact our Corporate team. We are prepared to answer your questions and provide further information about the Ordinary Meeting and the publication of the company’s financial statements under Brazilian law.