According to the Brazilian legislation, limited liability companies and corporations are required to hold, in the period of four months following the end of each fiscal year (in general, up to April 30 of each year), a quotaholders’ meeting, in the case of limited liability companies, or an General Shareholders’ Meeting (“AGO”), in the case of corporations, to, among other matters:
(i) analyze and approve the management accounts and the financial statements;
(ii) distribution of profits of the fiscal year; and
(iii) appointment of managers, if applicable.
In principle, corporations are required to: (i) up to one month prior to the date in which the AGO shall be held, make available to the shareholders its financial statements and other documents required by law; and (ii) up to five days prior to the date in which the AGO shall be held, publish the referred documents.
In the case of the limited liability companies, as a general rule, the publication of the financial statements is not required. Nevertheless, it is important to bear in mind that the Commercial Registries of certain States, such as the States of São Paulo (JUCESP), Rio de Janeiro (JUCERJA) and Minas Gerais (JUCEMG), require for the registry of the minutes of the quotaholders’ meeting deciding on the management accounts and the financial statements, the presentation of (i) a copy of the financial statements and other documents being approved; and/or (ii) a statement that the company requiring the registry is not a “large size entity” (sociedade de grande porte), as defined by Law 11.638/07[1].
Submission of Periodic Information to the Brazilian Central Bank – BACEN
Individuals or legal entities resident, domiciled or headquartered in Brazil, with amounts of any nature, currency, assets and rights held outside the national territory, totaling an amount equal to or greater than the equivalent of USD 100,000.00 (one hundred thousand American dollars) are obliged to present the Annual Declaration of Brazilian Capital Abroad (“CBE”) to BACEN, on the terms of the Resolution 3.854/2010 and Circular 3.624/2013.
The presentation of the CBE for 2017 shall be carried out by means of access to a specific website of BACEN until 6PM of April 5, 2018.
Furthermore, Brazilian companies’ receivers of foreign capital are obliged to disclose Periodic Information of Foreign Capital in Brazil to BACEN, by means of registry in the RDE-IED Module, in the terms of Circular 3.689/2013.
For the year 2018, Brazilian companies’ receivers of direct foreign investment with net equity and total assets of less than BRL 250,000,000.00 (two hundred and fifty million Brazilian reais) shall, up to March 31, include in the specific option of the RDE-IED system, its updated corporate structure dated as of December 31, 2017.
In turn, Brazilian companies’ receivers of foreign direct investment with net equity or total assets equal to or greater than BRL 250,000,000.00 (two hundred and fifty million Brazilian reais) shall fill in the specific option of the RDE-IED system of “Financial Economic Information”, observing the following deadlines:
· Until March 31, referring to the base date of December 31 of the previous year;
· Until June 30, referring to the base date of March 31;
· Until September 30, referring to the base date of June 30;
· Until December 31, referring to the base date of September 30.
We remind that the failure to submit the CBE or the Periodic Information of Foreign Capital in Brazil, its delay or information with inaccuracy and/or without supporting documentation, subject the declarant to a fine up to BRL 250,000.00 (two hundred and fifty thousand Brazilian reais).
Please feel free to contact us should you need any assistance in the fulfillment of these obligations, as well as any additional clarification related thereto.
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[1] It is considered to be as a large size entity, for the purposes of this Law, the company or group of companies under the same control that had, on the previous fiscal year, total assets greater than R$ 240,000,000.00 (two hundred and forty million reais) or an annual gross income greater than R$ 300,000,000.00 (three hundred million reais).
For further clarification on the contents of this memorandum, contact:
[vc_row][vc_column width=”1/4″]Tomás Neiva
tomas.neiva@nbfa.com.br
(11) 3707-8370
Marcela Figueiró
marcela.figueiro@nbfa.com.br
(11) 3707-8370
Brunno Morette
brunno.morette@nbfa.com.br
(11) 3707-8370
Bruno Cunha
bruno.cunha@nbfa.com.br
(11) 3707-8370
