New Legislation – Law no. 13,818/2019
Law n. 13,818/ 2019, was published on April 25, introducing relevant changes in Law n. 6,404/1976 (Brazilian Corporate Law). According to its Article 2, the corporation with less than 20 shareholders and a net equity of up to R$ 10 million will be able to convene a general meeting upon simple notice to all shareholders against receipt, with no need to publish the call notice in a great circulation newspaper.
The referred Article 2 is already in force, amending the amount stipulated by article 294 of the Brazilian Corporate Law. Before the new law was approved, only companies with a net equity up to R$ 1 million were permitted not to publish their call to notice and related documents in a great circulation newspaper. Provisions on terms and furthers disposals were maintained.
Law n. 13,818/2019 also modifies, by its Article 1, the main section of article 289 of the Brazilian Corporate Law. Corporations that are obligated to publish announcements in great circulation newspapers shall start making it in a concise form, publishing the full text in the newspaper’s webpage, which must provide the authenticity of its content through certifying authorities accredited by the Brazilian Public Keys Institute (Infraestrutura de Chaves Públicas, ICPBrazil).
The concise publication of the financial statements shall inform the global amount for each group, the classification of records and accounts, and relevant information statements considered on the explanatory note, on the independent auditor’s opinion and on the audit committee’s opinion, if any.
The referred Article 1 of Law n. 13,818/2019, shall enter in force on January 1st, 2022.