2/2/2022
Law 13.818/19 brought new rules to the mandatory publications of stock corporations.
According to its article 1st, which came into effect on January 1st, 2022, the publications required by the Brazilian Corporate Law must obey the following:
(i) be made in a mass-circulation newspaper published in the locality in which the company’s headquarters are located, in a summarized form, and with simultaneous disclosure of the entire content of the documents on the web page of the relevant newspaper. The newspaper must provide digital certification of the authenticity of the documents kept on its own page, issued by a certifying authority accredited under the Brazilian Public Key Infrastructure (ICP-Brazil); and
(ii) in case of financial statements, the publication in a summarized form must contain, at least, in comparison with the data of the previous fiscal year, information or global amounts related to each group and the respective classification of accounts or records, as well as extracts of the relevant information contained in the Explanatory Notes and in the Reports of Independent Auditors and Fiscal Council, if any.
Due to the change brought by Law 13.818/19, it will no longer be mandatory for stock corporations to publish their documents in the Federal or State Official Gazettes, which represented a material annual expense for companies.
Although this may seem to be a contradiction in terms, it is worth pointing out that there has been no change in the publication of corporate documents’ rules applied to the limited liability companies. For this corporate type, publications in the Federal or State Official Gazettes (depending on where the company is headquartered) and in a mass-circulation newspaper published in the company’s head office are still required, in accordance with article 1.152, paragraph 1 of the Brazilian Civil Code.
The Corporate Law team at L.O. Baptista Advogados is available to provide any information and guidance on this matter.
