It was published on September 22, 2022, Law no. 14.451/2022 that amends the provisions of the Brazilian Civil Code to modify certain quorums for deliberation of the quotaholders of Brazilian limited liability companies.

Modifications. The new legal text reduces some quorums in Brazilian limited liability companies for decisions regarding the appointment of non-quotaholder officers, modification of the articles of association, and the incorporation, merger, and dissolution of the company, or even the termination of the liquidation status, as follows:

i. the necessary quorum for the appointment of non-quotaholder officers will be: (a) at least 2/3 of the corporate capital, while the corporate capital is not fully paid in; and (b) more than half of the corporate capital, when the corporate capital is paid in.
The current text of the Brazilian Civil Code determines the need for unanimous approval of the quotaholders while the corporate capital is not fully paid in, and at least 2/3 after it is paid in; and

ii. the necessary quorum to resolve on the modification of the articles of association, as well as the incorporation, merger, and dissolution of the company, or the termination of the liquidation status, will be of votes corresponding to more than half of the corporate capital of the company.
Currently, the Brazilian Civil Code requires the votes corresponding to at least 3/4 of the company’s corporate capital to resolve on these matters.

Entry into force of the Law. The new provisions of the Brazilian Civil Code will come into force on October 22 of this year, i.e. 30 days after the date of publication of Law no. 14.451/2022.

Considering that such changes may impact each limited liability company differently in view of the peculiarities of each company (i.e. corporate structure, the wording in force in the articles of association, etc.), it is extremely important that a review of the articles of association takes place considering such characteristics so that the necessary adjustments can then be made, if this is the case.

Araújo e Policastro Advogados remains at your disposal for any further information or clarification on the matter.