Provisional Measure no. 931: new deadline for ordinary general meetings

Through the publication of Provisional Measure (MP) no. 931, companies were granted more time to hold ordinary general meetings. This is yet another standard with measures to respond to the effects of the COVID-19 coronavirus pandemic.

The MP allows public limited companies (open or closed) and limited companies, whose fiscal year ends between December 31, 2019 and March 31, 2020, to hold their ordinary general meetings or shareholders' meetings / meetings within the term of seven months from the end of your fiscal year.

In addition, due to the MP, contractual provisions that require the ordinary general meeting to be held in a period shorter than that established in the new term will be considered to have no effect in the fiscal year 2020.

The terms of management or performance of the administrators, members of the fiscal council and statutory committees are extended until the ordinary general meeting is held or until the meeting of the board of directors occurs, as the case may be.

Commercial Boards

A corporate act signed as of February 16 may be presented to the Board of Trade when work is resumed, attributing retroactive effects to the respective act.

The requirement of prior filing of an act for the issuance of securities and for other legal transactions is suspended as of March 1, 2020 and the filing must be made at the respective commercial board within thirty days, counting from the date on the commercial board to reestablish the regular provision of its services.

Online meetings and assemblies

There is also permission for remote voting at meetings and assemblies for all types of companies, through an amendment promoted in the wording of the Brazilian Corporate Law and Civil Code. This possibility depends on regulations from the National Department of Business Registration and Integration (DREI).

CVM

MP 931 delegated to the Securities and Exchange Commission (CVM) the power to extend the terms established in the Brazilian Corporate Law for public companies, which was regulated by Resolution no. 849.

Among other points, it was defined for public companies with fiscal years ending between December 31, 2019 and March 31, 2020, which present the corresponding financial statements within up to five (5) months.

Validity

Like all Provisional Measures, MP 931 is valid for 60 days, as of its publication, with automatic extension for an equal period, if its voting has not been completed in the two Houses of Congress. That is, if Congress does not vote on the matter within 120 days, it loses effectiveness.