Published in 2007, Law 11.638 raised controversy regarding the obligation to publicize financial statements by large limited-liability companies in the Official Gazette and other large newspapers.
As a result, in 2008, the National Department of Trade Registration (DNRC) issued an opinion recognizing that publication was merely optional.
However, despite that, some Boards of Trade continued to refuse registration of corporate acts of major sized limited-liability companies without publication of their financial statements.
In order to solve this controversy, the National Department of Business Registration and Integration – DREI, through Directive release SEI No. 4742/2022/ME, dated November 25, 2002, informed all Boards of Trade that (i) limited liability companies, large or not, may opt to publish their financial statements, and (ii) the filing of corporate acts under the sole allegation of non-submission of proof of publication of financial statements should not be required or denied.
In practice, currently, the limited-liability companies’ acts that must be disclosed, according to the law and DREI’s normative instructions are:
- a) publication prior to the act of filing before the competent Board of Trade: capital reduction, when considered excessive;
- b) publication after the act of filing before the competent Board of Trade: company’s dissolution, extinction, incorporation, merger, or spin-off.
Our Corporate Team is available to provide any additional clarifications.
