08/05/2026
The Brazilian Superior Court of Justice (STJ), in its ruling issued on April 7, 2026, in relation to Special Appeal No. 2,002,734/SP, consolidated a relevant understanding regarding the accounting obligations applicable to large-sized limited liability companies.
The dispute concerned the legality of JUCESP Resolution No. 02/2015 and Opinion No. 41, which conditioned the filing of corporate acts approving financial statements upon evidence of prior publication of balance sheets and financial statements in the Official Gazette and in widely circulated newspapers. For the purposes of such Resolution issued by the São Paulo State Board of Trade (JUCESP), a large-sized limited liability company is defined as a company or group of companies under common control that, in the previous fiscal year, recorded total assets exceeding BRL 240,000,000.00 (two hundred and forty million reais) or gross annual revenue exceeding BRL 300,000,000.00 (three hundred million reais).
Upon analyzing the Special Appeal, the Fourth Panel of the STJ concluded that Article 3 of Law No. 11,638/2007 extends to large-sized companies only the provisions of Law No. 6,404/1976 relating to bookkeeping, preparation of financial statements, and independent auditing, without encompassing any obligation to publish such statements.
The Reporting Justice, Minister Antonio Carlos Ferreira, emphasized in his opinion—subsequently followed by the other members of the Panel—that the absence of a statutory provision requiring publication does not result from a legislative gap, but rather from a deliberate legislative choice—characterized as “eloquent silence”—thereby preventing any infra-legal act from imposing such an obligation.
In this context, the Fourth Panel of the STJ held that the requirement imposed by JUCESP constitutes regulatory overreach, as it innovates within the legal framework and violates the principles of legality and hierarchical supremacy of laws, by creating an obligation not provided for by statute and conditioning the filing of corporate acts upon compliance with such publication requirements.
From a practical perspective, the decision reaffirms the impossibility of fully equating large-sized limited liability companies with corporations (S.A.s) with respect to disclosure obligations, thereby preserving the distinction established by the legislator and reducing both costs and information exposure for such companies.
The decision further reinforces relevant limits on the regulatory powers of Boards of Trade, prohibiting the creation of obligations without express statutory support.
In light of the STJ’s ruling in this Special Appeal, large-sized limited liability companies may approve their financial statements and subsequently file them with the competent Board of Trade without the need to publish them in the Official Gazette and in widely circulated newspapers, as previously required.
Coauthored by: Amanda Brisolla Fernandes and Gabriel Grunberg Tesler
