11/03/2025
A topic of recurrent discussion in limited liability companies with the participation of diverse business groups, with antagonistic interests, is the rendering of accounts and the inspection of the Companies’ information.
The quotaholders of a limited liability company, regardless of the percentage of participation in the capital stock, have the legal right to inspect and request clarification regarding any and all acts of the management. And the managers, in turn, in the exercise of their functions, must be accountable to the quotaholders.
In addition to the mandatory disclosure documents for the holding of the annual and ordinary meeting of quotaholders, as provided for in article 1,078, item I of the Civil Code, the quotaholders may also have access to other accounting, financial and banking documents that they deem pertinent.
For limited liability companies, the right of quotaholders’ inspection is carried out by the inspection or direct analysis of any documents, accounting records and other bookkeeping data of the company, at any time, as ensured by articles 1,020 and 1,021 of the Civil Code:
“Article 1,020. The managers are obliged to provide the quotaholders with justified accounts of their management, and to present them with the inventory annually, as well as the balance sheet and the economic result.”
“Article 1,021. Unless stipulated by a proper time, the quotaholder may, at any time, examine the books and documents, and the state of the company’s cash and portfolio.”
As stated in the Brazilian doctrine, the quotaholder will have the right to examine the books, accounting records, documents, correspondence (contracts, invoices, purchase orders), the state of cash and the portfolio of suppliers and customers of the company, that is, the set of negotiable securities and movable securities that the company has to carry out its operations, regardless of his/her participation in the capital stock, at any time, unless there is a stipulation determining a certain time to verify the regularity of the bookkeeping. Therefore, the quotaholders will be able to have full knowledge of the financial situation of the company and the business carried out on its behalf.
Thus, the company’s articles of association may provide for a certain time for the quotaholders to request other information and accounting documents, under the justification that this limitation would avoid disturbances to the conduct of management activities, but it is not possible to prevent access to the requested information.
In addition to the aforementioned legal provision, the settled understanding of the courts is that the quotaholders must have unrestricted access to the company’s books and accounting documents, whether of a mandatory nature, such as financial statements, or optional, such as, for example, agreements entered into by the Company.
The judiciary has understood that the unjustified refusal of the managers to make accounting documents available to the non-managing quotaholder is sufficient support for filing a judicial procedure for the production of documents.
In this sense, to avoid discussions of this type and professionalize the management of limited liability companies, it is important to adopt precautions such as the execution of a Quotaholders Agreement, regulating all the obligations of the quotaholders, including the interface with the management of the partnership. In addition, establishing clear rules in the company’s articles of association of each company can prevent discussions of this type from making the relationship between the quotaholders unfeasible, undermining their coexistence in the company’s activities.
Authored by: Nathália Fernandes Gonçalves
