06/03/2008- The Annual Meeting of Limited Liability Companies
I. Mandatory Provision The Brazilian Civil Code, Law no. 10.406/2002 establishes the legal obligation to the Brazilian limited liability Companies to hold a Meeting with their Partners – at least once a year and during the four following months of the year after the end of the fiscal year – in order to resolve about (i) the profit and loss account of the managers, (ii) balance sheets, (iii) the economic results of the Company, and (iv) and to appoint Officers
1. It is necessary that the Officers make available to the Partners the profit and losses accounts, the balance sheets and the economic results, with at least 30 days in advance from the date of the meeting, so the Partners can be aware about the matter that should be discussed.
It is important to highlight that even all of Partners do not attend the Meeting, the deliberations resolved there bind all them, since it is voted by the quorum established in the law and in the Articles of Incorporation, and considering that the Meeting was properly called. Concerning the call mentioned, we remember that such formality is dispensable if all of quota holders are present at the Meeting, emphasizing also that the Meeting itself may be dismissed if all of Partners decide in a writing communication about the matters that would be discussed.
II. Form of Deliberation Deliberations may occur through an Assembly or a Meeting, according to the number of quota holders (until 10 is a Meeting and above 10 is an Assembly), and shall be called by the Officers, in the hypothesis established in the Articles of Incorporation.
The Meeting may be called by a Partner if the Officers had not called within 60 days after the end of the legal term, or by the Audit Committee, when the Officers had not called within 30 days after the end of the legal term. Regarding the proceedings to approve the deliberations, note that each issue has a specific quorum.
Therefore, for profit and loss accounts’ approval, the affirmative vote of the majority of the presents at the Meeting is sufficient – if the Articles of Incorporation does determine a higher quorum; and on the other hand, to appoint officers, it is necessary the affirmative vote from more than a half of the corporate capital.
Almeida Advogados is able to draft the Corporate documents herein mentioned, carry out all of formalities provided in this Newsletter, as well as to answer any questions regarding hereto. 1 Article 1.078 of the Civil Code.
Source: Almeida Advogados