New Provisional Measure No. 931 changes the deadlines for approval of financial statements of corporations and limited-liability companies

On March 31, 2020, Provisional Measure No. 931 was published, which mainly changes the deadlines for approval of financial statements of corporations and limited-liability companies. Provisional Measure No. 931 determines, briefly, that:

(a) The corporation or limited liability company which fiscal year ended between 12.31.2019 and 3.31.2020, may, exceptionally, hold its annual general meeting to deliberate on the financial statements, within seven months as of the end of its fiscal year. Any contractual provision establishing a lower term for this matter, will be considered ineffective, in the year 2020.

(b) The term of office for directors, officers, members of audit and other statutory committees shall be extended until the relevant annual general meeting or board of directors’ meeting is held;

(c) The board of directors of corporations shall decide on urgent matters within the competence of the ordinary general meeting, including the declaration of dividends;

(d) The Securities and Exchange Commission may exceptionally extend the terms established in the Brazilian Corporation Law for public-traded companies during the year 2020, such as the date for the presentation of financial statements.

It is also determined, due to the interruption of activities of the commercial registries, the suspension (a) of the filing deadlines so that corporate acts have their effect counted as of their date of resolution, and (b) as of 3.1.2020, of the requirement of prior registration of a corporate act approving the issuance of securities and the execution of other legal transactions.

The Corporate Law Department of Kestener, Granja & Vieira Advogados is available to provide any further information required on this subject.

Fabio Alonso Vieira
Phone.: +55 11 3149-6111
fabio.vieira@kgvlaw.com.br

This article is intended exclusively to provide information and does not contain any opinion, recommendation or legal advice from KGV Advogados in relation to the matters herein addressed. Copyrights are reserved to Kestener, Granja & Vieira Advogados.