According to Brazilian corporate law, companies organized as a limited liability company or corporation must approve management accounts and financial statements on a yearly basis.

For closely held corporations, it is also the opportunity to elect officers and members of the board of directors, as well as deliberate on dividend distribution, as the case may be.

This meeting must occur within the first four months following the end of the financial year. Thus, companies whose fiscal year coincides with the calendar year (December 31st) must hold a general meeting or shareholders’ meeting until April 30th of each year.

It is important to point out that there are new rules for publishing financial statements. The applicable rules are summarized below.

CORPORATIONS

The publication of financial statements in the official gazette is no longer mandatory for corporations.

The corporation may publish the financial statements in a widely circulated newspaper, summarized in printed versions, and full versions of these documents made available on the electronic version of the newspaper.

For privately held corporations with annual gross revenues of up to BRL 78 million, the publications may be made electronically, on the SPED Balance Sheet Center.

Publicly traded companies follow the same rule for publishing their financial statements applicable to closely held corporations. However, according to CVM Guidance Opinion No. 39, among other aspects, printed publications must bear a warning that the summarized statements should not be considered separately for decision making.

Also, regarding publicly traded companies, CVM Resolution No. 166/2022 allows publicly traded companies with annual gross revenues of less than BRL 500 million to carry out their publications exclusively on the Empresas.NET or Fundos.NET systems – publication systems already used by publicly trade companies.

LIMITED LIABILITY COMPANIES

Regarding limited liability companies, the publication of financial statements is not mandatory.

On November 25th, 2022, through Circular Letter SEI nº 4742/2022/ME, the National Department of Business Registration and Integration (DREI) made it optional for “large size” limited liability companies (those with total assets greater than BRL 240 million, or annual gross revenue exceeding BRL 300 million) to publish their financial statements, being incumbent upon the shareholders the decision whether to publish such statements or not.