[ESTABLISHING A BUSINESS ENTITY IN BRAZIL] 70
Other Characteristics LIMITADA
D.
S.A.
The most important decisions require the approval of partners holding more than 50% of the share capital (for instance amendments to the Articles of Association, capital contributions, changing the corporate purposes, amalgamation, merger, dissolution, or termination or liquidation of the company). Other decisions, such as approval of the financial statements, may be approved by a majority vote. The articles of association and partners agreement may require super majority decisions. The Articles of Association may establish its own procedure to convene the partners’ meetings, except if the company has more than 10 partners, in which case the call notices must be published 3 times 8 days in advance for the first call, and 5 days in the event of a second call. The requirement for a meetings’ call may be waived if all partners attend the meeting.
Decisions taken by majority vote.
Partners’/
Shareholders’
The By-laws and shareholders agreement may require super majority decisions.
Meetings Quorum
Call notices for shareholder meetings must be published 3 times 8 days in advance for the first call, and 5 days in the event of a second call. The requirement for a meetings’ call may be waived if all shareholders attend the meeting.
Meetings’ Calls
Financial statements and corporate acts must be published in a newspaper with wide circulation.
Financial statements and corporate acts are not published, except in specific cases such as in the event of mergers, spin-offs, capital reductions and conversion into another corporate type.
Publishing Requirements
A closely held S.A. with a total annual revenue of up to BRL 78,000,000.00 can publish its financial statements and other documents in relation to the company’s administration in electronic format on a digital platform maintained by the Federal Government.
Only required for “large size companies”, which, in terms of its legal definition, is a company or group of companies under common control that held, in the previous fiscal year, total assets exceeding BRL 240,000,000.00 or annual gross revenues exceeding BRL 300,000,000.00.
Audited Financial Statements
Only required for (i) publicly held, and (ii) “large size companies” as defined above.
ILN Corporate Group – Establishing a Business Entity Series
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