10/5/2022
On September 22 Law No. 14.451/22 was published, which amended articles 1.061 and 1.076 of the Brazilian Civil Code and reduced the quorums for approval of the following matters regarding limited liability companies: (i) appointment of non-quotaholder as officers, (ii) take over, (iii) merger, (iv) dissolution, (v) lifting of the liquidation, and (vi) amendment to the articles of association.
Below we present a table comparing the quorums for approval of such matters before and after the entry into force of Law 14.451/22, which will take place on October 24, 2022.
The new law allows the control in limited companies to be exercised with the ownership of more than half of the capital stock instead of the previous 75% of the capital stock, bringing limited liability companies closer to corporations in this matter. It is important to mention that there is no legal impediment for limited liability companies to set forth in their respective articles of association quorums higher than those provided for in the Civil Code.
As of the entry into force of the new law, all limited liability companies which articles of association provide for the application of the quorums set forth by law in a generic form (not transcribing the respective quorums) will be subject to the new quorums as a rule. Thus, holders of equity interest in a limited liability company, which articles of association contain generic wording, and which do not want the new quorums to apply to such companies, will have 30 days from the publication of Law No. 14.451/22 to promote the amendment of the respective articles of association.
We believe that the new law will bring changes in the behavior and dynamics among quotaholders and, mainly, in the strategies for structuring companies from now on, as well as that the modifications introduced by Law No. 14.451/22 may generate discussions related to the control of companies and the withdrawal of quotaholders, which may result in an increase of litigation. We are available to assist our clients in all kinds of demands related to the changes introduced by this new law.
