In a newsletter published by our law firm in February of 2022we dealt with the new rules applicable to the mandatory publications of Stock Corporations (click here for more information).
On that occasion we highlighted the benefit brought by Law # 13.818/19 to Stock Corporations (reduction of the annual expenses with corporate publications in the Federal or State Official Gazettes), as well as the fact that the legislation applied to limited liability companies has not undergone any change in the same direction.
Although the Brazilian Civil Code still establishes that limited liability companies need to publish their documents in the official gazettes and in a mass-circulation newspaper, on July 6, 2022 the Plenary of the Board of Trade Office of the State of São Paulo decided about the rules to be observed for the publication of the mandatory financial statements of large limited liability companies and cooperatives, as defined in Law # 11.638/2007.
Eliminating in part the contradiction pointed out by L.O Baptista in a previous newsletter, the Board of Trade Office Resolution # 01 established that large limited liability companies and cooperatives (those which, in the previous fiscal year, had total assets greater than R$ 240,000,000.00 or had annual gross revenue greater than R$ 300,000,000.00) are allowed to publish their financial statements in accordance with the following provisions:
- publication only in a mass-circulation newspaper edited in the locality in which the 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, by means of digital certification of the authenticity of the documents maintained on the page itself, issued by a certifying authority accredited in the scope of the Brazilian Public Key Infrastructure (ICP-Brazil); and
- indication of a link or QR-CODE in the summarized version published in the printed newspaper, which allows access to the full publication on the newspaper’s website.
In addition, under the terms of article 2 of the Board of Trade Office’s Resolution, Stock Corporations with gross revenues of up to R$ 78,000,000.00 may publish their financial statements only at the Central Balance Sheet – CB do Sistema Público de Escrituração Digital – SPED (https://www.gov.br/centraldebalancos/#/demonstracoes) and at the company’s website.
We emphasize that the rules mentioned above refer exclusively to the publication of financial statements. The other mandatory publications must comply with the current provisions of the Brazilian Civil Code and the Corporations Law, as the case may be.
Our Corporate team is available to provide any information and guidance on the matter.
Coauthors: Renata Castro Veloso and Marcos Yuuki Matheus Okamoto
