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Statute simplifies decision making in limited liability companies
Enacted on September 22, Law No 14,451/2022 has made important changes to the Brazilian Civil Code, reducing the quorums for corporate resolutions in limited liability companies (LLC) and simplifying the decision-making process on matters deemed of greater importance. The new quorums for voting on such matters are shown in the table below:
Subject |
Prior to Law No 14,451/2022 |
After Law No 14,451/2022 |
|
Appointment of non-partner directors while the company's capital has not been paid up |
Unanimous approval |
Two-thirds of the partners |
|
Appointment of non-partner directors after the company’s capital has been fully paid up |
Holders of units of ownership corresponding to two-thirds of the company’s capital |
Holders of units of ownership corresponding to more than half of the company’s capital |
|
Amendment of the articles of organization; merger, consolidation, dissolution or termination of liquidation of the company. |
Holders of units of ownership corresponding to three-quarters of the company’s capital |
Holders of units of ownership corresponding to more than half of the company’s capital |
Limited liability companies must adjust to the new provisions and make the relevant amendments to their articles of organization, since the new rules will be in force as of October 22.
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