Annual General Meeting  

Limited-liability companies 

(Articles 1,071 to 1,080-A of the Civil Code) 

Corporations or joint stock companies 

(Articles 121 to 134 of the Corporate Act) 

Attendance on first call

Requires the attendance of members representing at least 3/4 of the company’s capital.

Requires the attendance of shareholders holding at least 1/4 of the company’s total voting shares.

Right to call the meeting  

1. Administrative body;

2. Statutory audit committee, should the administrators delay the call for more than one month;

3. Any member, whenever the administrators delay the call for more than 60 days;

4. Members representing more than 1/5 of the company’s capital, when not served, within 8 days, their request for a reasoned call.

1Administrative council or directors;

2.Statutory audit committee, should the administrative bodies delay the call for more than one month;

3. Any shareholder, whenever the officers delay the call for more than 60 days;

4. Shareholders representing at least 5% of the capital, whenever the corporation officers do not, within 8 days, comply with their justifiable request that a meeting be called;

5. Shareholders representing at least 5% of the voting capital, or 5% of nonvoting shareholders, whenever the corporation officers do not, within 8 days, comply with the request that a meeting be called in order to appoint a statutory audit committee.

Purpose of the meeting

1. to receive the accounts rendered by the administrative body and to discuss the company’s balance sheet and income statement;

2. To appoint administrators;

3. To discuss any other subject of the agenda for that day.

1. - to receive the accounts rendered by the corporation officers and to examine,

discuss and vote on the financial statements; 

2. to decide on the uses to which the net profits of the fiscal year should be put and on the distribution of dividends;

3. to elect the officers and the members of the statutory audit committee;

4. - to approve the monetary adjustment to the capital.

Quorum for resolutions

Votes corresponding to more than 50% of the capital in the following matters: appointment, dismissal and compensation of administrators, amendment of the company’s bylaws, incorporation, merger and dissolution or end of liquidation, and application for bankruptcy. Remaining cases are passed by a majority of votes of those present, provided that the law or the bylaws do not require a higher quorum. 

Note: until the capital is fully paid up, the appointment of non-members as managers shall require the approval of at least 2/3 of the members. 

As a general rule, resolutions shall be passed by a simple majority of votes, abstentions not being taken into account. 

The bylaws of a closed corporation may increase the quorum required for certain resolutions, provided they specify the matters. 

Publication of call notices and minutes

Must be made in the official gazettes of the Federal Government or the State of the company’s head office, and in any major newspaper.

Closely-held companies with annual gross revenues not exceeding BRL 78 million can publish call notices and minutes in digital format, either on their own website or on the Government Digital Bookkeeping System (Sped). 

On the other hand, closely-held companies with annual gross revenues greater than the above amount and publicly-held companies of any size are required to publish those documents in major newspapers (in print and digital format) in the location where the company is headquartered.