LAW THAT REDUCES THE QUORUM FOR DELIBERATIONS IN LIMITED LIABILITY COMPANIES ENTERS INTO FORCE
On January 4th, 2019, Law No. 13,792 (“Law No. 13,792/2019”) was enacted, amending articles 1,063, 1,076 and 1,085 of the Brazilian Civil Code.
The first modification reduced the quorum necessary for the dismissal of quotaholder officers expressly appointed in the Articles of Association, from 2/3 of corporate capital to the majority of the corporate capital, matching it to the quorum established for the dismissal of non-quotaholder officers or quotaholder officers appointed by separate act.
In addition, Law No. 13,792/2019 revoked the need to call a meeting or general meeting for the exclusion of a partner in a company composed of only two partners.
This amendment aims to simplify the exclusion of partners in companies composed of only two partners – which is almost 85% of Brazilian limited liability companies – and, consequently, to reduce the adjudication of such cases.
It is important to note that the waiver of convening a meeting or general meeting, despite facilitating the exclusion of a partner, will reduce the right of defense of the minority partner, because he/she will lose the guarantee of knowledge about the discussions and decisions of the company, regardless of ability or power to influence the outcome.
Law No. 13,792/2019 represents one more step in the process of restructuring Brazilian corporate legislation, which includes Bill 487/2013 (“New Commercial Code Project“), currently under debate in the National Congress
Check-out the Law’s complete wording (here).
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.
