Corporations (S.A.) and Limited Liability Companies (Ltda.) have until April 30 to hold, respectively, the Annual General Meeting (AGM) and the Shareholders’ Meeting. These meetings are mandatory and are provided for in the Brazilian Civil Code and the Corporations Law (Law No. 6,404/76).

According to the legislation, the following points must be deliberated during the Meeting or Shareholders’ Meeting:

1. Management accounts: Examination, discussion, and voting on the financial statements for the previous fiscal year.
2. Allocation of net profit: Decision on the application of the profit obtained during the period, including the distribution of dividends to shareholders or partners.
3. Election of managers and members of the Fiscal Council: When applicable, the election or re-election of those responsible for the management and supervision of the company must be carried out.

Holding the AGM and the Shareholders’ Meeting is mandatory, regardless of the existence of profits to be distributed or the need to elect managers and members of the Fiscal Council. The approval of the financial statements is an essential requirement for the legal regularity of the company.

Managers must be aware of the deadlines and legal requirements for:

1. Availability of financial statements that must be made available to partners or shareholders in advance as provided by law.
2. Publication of the notice of meeting that must be carried out in accordance with legal rules, under penalty of invalidation of the resolutions.

Failure to hold the AGM or the Shareholders’ Meeting may result in the liability of managers and partners, in civil and administrative scope.

Therefore, it is essential that the managers of Corporations and Limited Liability Companies strictly comply with the deadlines and legal procedures for holding the Annual General Meeting or the Shareholders’ Meeting. This diligence not only ensures the regularity of the company but also avoids possible sanctions and liabilities.

Manucci Law Firm is available to assist you in all necessary steps for mandatory deliberations.