Deadline for mandatory accounts approval at annual shareholders meeting or Ordinary General Meeting is approaching

09/04/2018

EXPERT OPINION

Deadline for mandatory accounts approval at annual shareholders meeting or Ordinary General Meeting is approaching


Once the fiscal year ended on December 31 of each year for most limited companies and joint stock companies, it is important to note that the legislation in force imposes annual accounts approval.

The last business day of April of the year following the ended fiscal year is the deadline to carry the meeting or shareholders’ meeting for presentation of the financial statements for ended fiscal year, aiming to, at least:

a) Take the Managing Directors’ accounts and to deliberate on the balance sheet and income;

b) Designate or dismiss Managing Directors and decide about their remuneration method when not established in the agreement, when applicable;

c) Discuss any other issue at the agenda.

It is noteworthy that the Balance Sheet and the Statement of Income must be made available in writing to the shareholders who are not from Company's Management and its proof of receipt, up to 30 days before the date the meeting is scheduled.

In addition, the following actions are required:

  • Stockholders’ announcement should publish 01 month prior to the meeting informing that the management report, the financial statements, the independent auditors' opinion, if any, among other documents, are available for consultation;
  • the stock company should publish these documents 05 days prior to the ordinary general meeting, and
  • Call of members or shareholders under the law (dispensable if all attend shareholders’ meeting or general meeting, as appropriate).

How does work compulsory requirement?

The Stock Companies have always been subject to a shareholders' meeting to approve the financial statements, allocation of net income for the year and distribution of dividends to shareholders, as well as the election of managers and fiscal council members. It is the ordinary general meeting (assembleia geral ordinária - “AGO”) that should occur within the first four months following the fiscal year-end, as established in Article 132, of Law 6404/1976.

The Limited Liability Companies under the current Civil Code (Article 1078) became subject to the members’ meeting to approve the financial statements, which should also occur within four months after the fiscal year-end.

However, the members’ meeting is not mandatory for Limited Liability Companies with up to 10 members, provided certain formalities have been accomplished. For Companies formed by more than ten members, the meeting is mandatory, but may be waived if all members decide in writing about the meeting subject matter.

In the Limited Liability Companies, the shareholders' meeting should be established with the presence of shareholders representing, at least, 75% of the capital share, at first call, and with any number of shareholders, at second call.


The vote

The majority of votes from those present at the meeting will take the members’ resolutions on the management’s accounts, including the balance sheet and the income of the company. On the other hand, the members’ resolutions on the appointment or dismissal of Company’ Management as well as on decision of their remuneration method of should be by the votes corresponding to more than half of the capital share.


Large companies

If the approval of the accounts is from a large company (a company that has a total asset in excess of R $ 240 million in the previous fiscal year or an annual gross revenue greater than 300 million), the company must verify if the Commercial Boards will receive the request to file does not have normative act with more requirements for the process.

Some Commercial Boards (JUCEMG, JUCERJA, and JUCESP, for example), report that the request for registration of the minutes of meeting or shareholders’ meeting, containing deliberation on the company’s management account and on the balance sheet and income statement, should bring the newspapers’ sheets with the publication of its balance sheet and financial statements, related to the meeting purpose.


Effects of accounts approval

It is necessary to promote the annual meeting or shareholders’ meetings mainly because the accounts approval with no reservations, except for error, fraud, or simulation, exempts the company’s management and fiscal councilors from responsibilities.

In addition, if the company intends to contract loans, financing or other operations with the financial institutions intervention, may meet some that may require the presentation of minutes of the meeting or shareholders’ meeting that has deliberated on the accounts.

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<h1>Deadline for mandatory accounts approval at annual shareholders meeting or Ordinary General Meeting is approaching</h1>
<br />
<p>Once the fiscal year ended on December 31 of each year for most limited companies and joint stock companies, it is important to note that the legislation in force imposes annual accounts approval.</p>

<p>The last business day of April of the year following the ended fiscal year is the deadline to carry the meeting or shareholders’ meeting for presentation of the financial statements for ended fiscal year, aiming to, at least:</p>

<p><b>a) </b>Take the Managing Directors’ accounts and to deliberate on the balance sheet and income;</p>
<p><b>b) </b>Designate or dismiss Managing Directors and decide about their remuneration method when not established in the agreement, when applicable;</p>
<p><b>c) </b>Discuss any other issue at the agenda.</p>

<p>It is noteworthy that the Balance Sheet and the Statement of Income must be made available in writing to the shareholders who are not from Company’s Management and its proof of receipt, up to 30 days before the date the meeting is scheduled.</p>

<p>In addition, the following actions are required:</p>
<ul>
<li>Stockholders’ announcement should publish 01 month prior to the meeting informing that the management report, the financial statements, the independent auditors’ opinion, if any, among other documents, are available for consultation;</li>
<li>the stock company should publish these documents 05 days prior to the ordinary general meeting, and</li>
<li>Call of members or shareholders under the law (dispensable if all attend shareholders’ meeting or general meeting, as appropriate).</li>
</ul>
<br />
<h3>How does work compulsory requirement?</h3>

<p>The Stock Companies have always been subject to a shareholders’ meeting to approve the financial statements, allocation of net income for the year and distribution of dividends to shareholders, as well as the election of managers and fiscal council members. It is the ordinary general meeting (assembleia geral ordinária – “AGO”) that should occur within the first four months following the fiscal year-end, as established in Article 132, of Law 6404/1976.</p>

<p>The Limited Liability Companies under the current Civil Code (Article 1078) became subject to the members’ meeting to approve the financial statements, which should also occur within four months after the fiscal year-end.</p>

<p>However, the members’ meeting is not mandatory for Limited Liability Companies with up to 10 members, provided certain formalities have been accomplished. For Companies formed by more than ten members, the meeting is mandatory, but may be waived if all members decide in writing about the meeting subject matter.</p>

<p>In the Limited Liability Companies, the shareholders’ meeting should be established with the presence of shareholders representing, at least, 75% of the capital share, at first call, and with any number of shareholders, at second call.</p>
<br />
<h3>The vote</h3>

<p>The majority of votes from those present at the meeting will take the members’ resolutions on the management’s accounts, including the balance sheet and the income of the company. On the other hand, the members’ resolutions on the appointment or dismissal of Company’ Management as well as on decision of their remuneration method of should be by the votes corresponding to more than half of the capital share.</p>
<br />
<h3>Large companies</h3>

<p>If the approval of the accounts is from a large company (a company that has a total asset in excess of R $ 240 million in the previous fiscal year or an annual gross revenue greater than 300 million), the company must verify if the Commercial Boards will receive the request to file does not have normative act with more requirements for the process.
</p>

<p>Some Commercial Boards (JUCEMG, JUCERJA, and JUCESP, for example), report that the request for registration of the minutes of meeting or shareholders’ meeting, containing deliberation on the company’s management account and on the balance sheet and income statement, should bring the newspapers’ sheets with the publication of its balance sheet and financial statements, related to the meeting purpose.</p>
<br />
<h3>Effects of accounts approval</h3>

<p>It is necessary to promote the annual meeting or shareholders’ meetings mainly because the accounts approval with no reservations, except for error, fraud, or simulation, exempts the company’s management and fiscal councilors from responsibilities.</p>

<p>In addition, if the company intends to contract loans, financing or other operations with the financial institutions intervention, may meet some that may require the presentation of minutes of the meeting or shareholders’ meeting that has deliberated on the accounts.</p>

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