Newsletter | Approval of Financial Statements
Brazilian law requires the managers of Brazilian companies to submit the financial statements of the companies for the approval of the companies’ partners and shareholders within the first four months after the end of each fiscal year. Accordingly, the financial statements related to the fiscal year that ended on December 31, 2022, must be approved by the partners and shareholders until April 30, 2023.
Please let us know whether you need our help in preparing the corporate documents reflecting such approval. If you need our assistance, please send us the company’s 2022 financial statements at your earliest convenience and let us know how the profits of the company, if any, shall be allocated.
Please note that limited liability companies are no longer required to publish their financial statements.
In relation to corporations, we would also like to highlight that:
(i) Unlisted Corporations with a gross revenue up to BRL 78 million are allowed to publish the financial statements only in electronic form, on the corporation’s website and at the SPED system (“Sistema Público de Escrituração Digital”); and
(ii) Unlisted Corporations with gross revenue over BRL 78 million and Public Corporations are no longer required to publish the statements in the Official Gazette of the State but are required to publish a summarized version of the financial statements in a widely circulated printed newspaper from the location of the corporation’s headquarters. The full version of the financial statements will be available on the website of the same newspaper in which the summary was published.
While the approval of the company’s financial statements by the partners is important to release the managers from their liability for acts practiced during the prior fiscal year, the registration of such approval by the Board of Commerce is only relevant in certain circumstances (it may be required by banks for the granting of loans or necessary for the company to participate in public bids).
Camila Caetano
Carolina Sant’Angelo
carolina.santangelo@cmalaw.com
Fabiano Gallo
Mirella Kaufman
Miriam Machado
Oduvaldo Lara
Rafaella Chiachio
Renata Amorim
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