Brazil: STJ decides that large-sized Limited liability Companies do not need to publish financial statements

April 2023 – Rossetti Advogados

In a recent trial, the 3rd panel of the Superior Court of Justice (STJ) (REsp 1.824.891) decided that large-sized limited-liability companies, which are those that had, individually or jointly with other companies under common control, in the previous fiscal year, total assets equal to or in excess of R$240,000,000.00 or annual gross revenue in excess of R$300,000,000.00, do not need to publish their financial statements, which also reinforces the guidance of the National Company Registration Department – DREI  on the matter, according to SEI Circular Official Letter No. 4742/2022/ME (DREI) of November 25, 2022.

The issue was already quite controversial, because when Law No. 11.638/07, proposed by the Brazilian Securities Commission (“CVM”), was sanctioned, various amendments to the corporate law were made in order to adjust the Brazilian accounting practices to those adopted in international markets.

Among these amendments, article 3 of the Law provides that large-sized companies, even if not organized as joint-stock companies, should observe the provisions of Law No. 6.404/76 (Corporation Law) with respect to bookkeeping and preparation of their financial statements, and also, to mandatory conduction of audit by an independent auditor duly registered with the CVM.

In that case, it was discussed if large-sized limited-liability companies are required to publish their financial statements or not (before filing thereof with the commercial registry) in the official gazette and in a newspaper of wide circulation.

The full bench of the STJ noted that law 11.638/07 only makes reference to mandatory bookkeeping and preparation of financial statements, expressly excluding the word “publication”, which was previously included in the bill.

We remind that in Brazil, annually, in the first four months after the end of the fiscal year (which is usually in April), joint-stock and limited-liability companies shall hold their respective annual shareholders’ meetings or members’ meetings (as the case may be) to resolve on approval of their management accounts and of their financial statements.

However, the provision that large-sized companies should observe the Corporation Law raised many doubts as to the need to publish the financial statements, as required by the Corporation Law.

The decision of the STJ settles a discussion that various companies continue to hold with Commercial Registries throughout Brazil, which regulate the matter by requiring business companies deemed large-sized companies to prove prior publication of the financial statements in the Official Press and in a newspaper of wide circulation, for purposes of registration of the corporate acts approving their accounts.

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For more information on the above or in other matters, please contact Maristela SA Rossetti ( or Gilberto Rossetti (

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.