The need for publication of the financial statements by large limited liability companies[1] has been a frequently discussed topic. A relevant and recent case on this subject is the Brazilian Superior Court of Justice’s (STJ) unanimous decision in a Special Appeal (“Resp”) No. 1.824.891, on March 21, 2023.
Although it was rejected in ordinary courts, STJ has decided in favor of not being mandatory the publishing of the financial statements of large, limited liability companies. The 3rd Panel of STJ based its decision on the fact that Law nº 11.638/07 does not mention the term “publication” and only demands the obligation of bookkeeping and the preparation of financial statements, and not exactly their publication.
This decision by STJ reinforces decisions in this sense, including decisions of the National Department of Corporate Registration and Integration (“DREI”) and the Board of Trade of the State of São Paulo (“JUCESP”), under the same reason brought by STJ: publication of financial statements by large, limited liability companies being not mandatory.
In this way, we can see the consolidation of the understanding that (i) large, limited liability companies are not required to publish their financial statements and (ii) considering also the DREI’s Official Letter No. 4.742, the Board of Trade will not be allowed to require, and even reject, filing processes for corporate acts of large limited liability companies based on the absence of proof of publications of such documents.
Our Corporate team is available to clarify any questions and assist in relation to this matter.
[1] Pursuant to Law No. 11,638/07, it means the company or group of companies under common control that has, in the previous fiscal year, total assets greater than R$ 240,000,000.00 or annual gross revenue greater than R$ 300,000,000.00.
