November 2022 – Brazil – Rossetti Advogados

Law No. 14.451 was published on September 22, 2022, amending articles 1.061 and 1.076 of the Brazilian Civil Code, which relate to the quorum necessary to pass resolutions in limited-liability companies with respect to certain matters.

Article 1.061 of the Brazilian Civil Code provided that the quorum to appoint managers in limited-liability companies with unpaid capital was unanimous approval by the members. With the new law, the quorum for approval is now at least 2/3 of the members and, whenever the share capital of the company is already paid up, the quorum that was of at least 2/3 of the members shall now be a simple majority of the members.

Likewise, the new law revoked item I and amended item II of article 1.076 of the Brazilian Civil Code, i.e., approval of (i) amendment to articles of association, (ii) merger, consolidation, or spin-off of the company; and (iii) cessation of its state of liquidation – which required, before the law came into force, a quorum of 2/3 of the members for approval, shall now be approved simply by the vote of a majority of the company’s members.

Please note that the Articles of Association may provide on higher quorums than those provided by law, but never lower.

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For more information on the above or in other matters, please contact Maristela SA Rossetti (mar@rraa.com.br) or Gilberto Rossetti (gmr@rraa.com.br).

This article is based on publicly available information and given for informational purposes only. It is not intended as legal advice or as a comprehensive analysis of the matters referred to herein.