Brazil: Annual Shareholder’s meeting for consolidated accounts approval

published on 11 January 2022 | reading time approx. 3 minutes

According to Article 1078 of the Brazilian Civil Code and Articles 132 and 133 of the Brazilian Corporate Law (L. 6.404/76), the Shareholders shall hold, at least once a year, a General Meeting, within the four months subsequent to the ending of the fiscal year, in order to deliberate over the following matters:

• to deliberate on the Management accounts, to examine, discuss and vote on the financial statements;
• to decide on the allocation of net profits from the preceding financial year and on the distribution of dividends;
• if applicable, to elect the Management and the members of the Supervisory Board.

Therefore, Corporations and Limited Liability Companies shall file with the Board of Trade the Minutes of the General Shareholders Meeting deliberating on the consolidated accounts of 2021 until 30 April 2022.

Central Bank Foreign Direct Investment (RDE-IED)

I. Annual Update

According to the Brazilian Central Bank Regulations No. 3.814/2016 and No. 3.822/2017, all companies that are Foreign Direct Investment recipients (which have foreign shareholders), shall, up to 31 March, update the information regarding the amount of net equity and paid-up capital, as well as the amount of paid-up capital by each foreign investor, as to the reference date of 31 December of the previous year, before the Foreign Direct Investment System of the Electronic Declaratory Registry of the Central Bank Information System – “Sisbacen”.

II. Quarterly Declaration

The entities recipient of foreign direct investment with assets or net equity equal or higher than R$ 250.000.000,00 (two hundred and fifty million reais), shall file 4 (four) economic-financial statements per year, in the following dates:

• as to the reference date of 31 March, it shall be filed up to 31 May;
• as to the reference date of 30 June, it shall be filed up to 31 August;
• as to the reference date of 30 September, it shall be filed up to 30 November;
• as to the reference date of 31 December it shall be filed up to 28 February of the following year.

The non-fulfillment of the obligations or the provision of incorrect or incomplete information are subject to the penalties provided for in Law No. 13.506/2017, in accordance with Circular No. 3.857/2017 of the Brazilian Central Bank.

We would like to inform you that the Rödl & Partner Paralegal Department makes available to all clients the services of:

• Elaboration of the Minutes of the Annual Shareholders Meeting and registration before the Board of Trade and
• Updating of economic and financial information based on the year ending 31 December 2021 before the Brazilian Central Bank.