Corporate legal compliance: rules for the publication of acts by both publicly and privately held companies

Every part of the movement towards the debureaucratization of the corporate environment in Brazil promoted by the federal government, over recent years, news rules regarding both publicly and privately held companies’ mandatory publications have been passed.

That includes the publication of official acts such as notices of meetings, minutes, balance sheets, accounting statements and other administration acts.

The main amendments related to this topic were made by these legal texts:

Law No. 13,818/2019: : amended the Law No. 6,404/1976 (known as S.A. Law, or Corporations Law), relieving these companies from the obligation of publishing their acts in the Official Journal. As of the law’s effective date, both publicly and privately held companies (with certain exceptions according to the size of the partnership) start making their publications: in a summarized form in a printed newspaper of great circulation; or in its entirety on the webpage of the same newspaper.

When it comes to financial statements, the summarized publication must, in comparison with data from the previous fiscal year, comprise no less than the information or global values regarding each group and their respective account classification or register; and statements of relevant information contemplated in the explanatory notes and in independent auditors’ or fiscal counsel’s reports, if any.

Complementary Law No. 182/2021: brought amendments to the S.A. Law, establishing that a privately held company that has an annual gross revenue of up to BRL 78 million may also make its publications electronically.

Ordinance No.12,071/2021: describes the publication and the disclosure of acts of privately held companies with an annual gross revenue of up to BRL 78 million made on the very company’s website and on the Digital Accounting Public System’s Balance Central – SPED.

The publications must be signed electronically by the use of a public key certificate.

Obligations in force

The obligation to publish acts on Official Journals is released, but, when the articles of incorporation establish this obligation, the company must keep disclosing it until an amendment to this determination is made in a shareholders’ meeting.

Another important recommendation for corporate legal compliance is the holding of meetings amongst the members to approve the accounts. These events ought to take place until the last working day of the month of April in the year following the fiscal year end, a deadline that is going to be reach on 04/29 in 2022.

Read also:

• Members’ and shareholders’ meetings must be held until 04/29

An integrated view for corporate legal compliance

DPC’s teams of experts works on following up important legislation to assure guidance directed to their client’s needs and strategies. With an accounting, paralegal and tax-related point of view, the teams offer complete support to keep legality of advised businesses. Count on this support: dpc@dpc.com.br.