Large-sized limited liability companies are not obliged to publish their financial statements in the Official Gazette or in large-circulation newspapers

By Jhonata Maciel and Daniel Salgado

On November 25, 2022, the National Department of Trade Registration (DNRC) of the Ministry of Development, Industry, and Foreign Trade, published the Circular Letter SEI No. 4742/2022/ME.

The purpose of the Circular Letter is to make all Commercial Registries aware of the judicial decision issued within the Lawsuit No. 0030305-97.2008.4.03.6100, by which the Federal Courts recognized and made optional the publishing of financial statements in the Official Gazette and in large-circulation newspapers by large-sized limited liability companies.

This lawsuit had been filed by the Brazilian Association of Official Press, against the Federal Government, requesting the declaration of illegality of item 7º of Circular Letter No. 099/2008, of the National Department of Commercial Registry – DNRC, which brought interpretations and understandings about Law No. 11.638/2018, which governs with the preparation and disclosure of financial statements of large-sized limited liability companies.

Initially, the court ruled in first instance, that large-sized limited liability companies were required to publish their financial statements in the Official Gazette and in a large-circulation newspapers.

However, the courts reverted the original ruling and declared item 7º of the Circular Letter No. 099/2008 legal, thus releasing large-sized limited liability companies of the obligation to publish their financial statements in the Official Gazette and in large circulation newspapers.

Although the ruling has already practical effects, it is worth mentioning that it can still be reverted and changed in higher courts, in case of a special appeal. However, it already promotes a cost reduction for large-sized limited liability companies, giving them greater freedom in the exercise of their economic activities.

The Circular Letter SEI No. 4742/2022/ME is available for access here.

The Corporate Law Team of Kestener & Vieira Advogados remains available to provide any additional clarifications deemed necessary.

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

Daniel André Salgado
Phone.: +55 11 3149-6237
daniel.salgado@kvlaw.com.br

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