How important is the approval of administrators’ accounts?

In the corporate calendar, the first quarter ends with a vital and sometimes neglected obligation: the Approval of Company Administrators’ Accounts. Provided for in articles 1,078, of Law No. 10,406/2002 (Civil Code) and 132, of Law No. 6,404/1976 (Corporations Law), this obligation applies to all companies, regardless of size or corporate structure, and is responsible for formally releasing all the administrators from acts taken in the previous fiscal year.   When is the deadline to the approval of administrators’ accounts? The Annual General Meeting (AGM) or the Members’ Meeting for the approval of accounts must take place, without exception, until the fourth month after the end of the fiscal year. For the vast majority of companies, whose fiscal year coincides with the calendar year, the deadline is April 30, 2026, including the performance of the act and subsequently filing with the Commercial Registry.   Why is approval indispensable? Although there is no automatic fine for most companies (with the exception of companies regulated by the Brazilian Securities and Exchange Commission), failure to approve the accounts may generates significant impacts: Disclaimer of Liability: Without formal approval, the administrator remains exposed to questioning about their management indefinitely. Regular approval exonerates the administrator, except in cases of error, fraud, or deceit; Banking and Credit Restrictions: Financial institutions require the minutes of the meeting approving the financial statements to be filed for the renewal of ratings and credit lines; and Barriers in Bidding and M&A: Proper documentation, including duly registered financial statements, is an essential requirement for participating in biddings, audits, and M&A processes.   What are the obligations for Joint-Stock Company? Joint-Stock Companies (S.A.) must publish their financial statements before the shareholders’ meeting in a widely spread newspaper, comparing the data from the previous fiscal year with the following information: overall information or values relating to each group; respective classification of accounts or records; and receipt of relevant information included in the explanatory notes and in the opinions of the independent auditors and the fiscal council, if any.   Exceptions: Private companies with annual gross revenue of up to BRL 78 million: Companies of this nature can publish the information in full through the Balance Sheet Center of the Public Digital Bookkeeping System – SPED; and Private companies with net equity, on the balance sheet date, below BRL 2 million: These companies are exempt from preparing and publishing the statement of cash flows.   And what about Limited Liability Companies? Companies of any size under the regime of Limited Liability Companies (LTDA) and cooperatives are exempt from attaching financial statements to the minutes of the meeting or shareholders’ meeting, and Microenterprises and Small Businesses (ME and EPP) are exempt from filing financial statements, as well as from holding a meeting or members’ meeting for this purpose.   Is there a rule for signing documents? The financial statements must be signed by a duly identified accountant, including their registration number with the professional body, and by the company’s board of executives in order to be submitted for registration with the Commercial Registry.   In turn, the Minutes of the General Meeting through which the shareholders approve the administrators’ accounts must follow one of the procedures below: If by public notice: name the major newspaper in which it was published. Furthermore, mentioning the dates and page numbers of the publications will eliminate the need to present them to the Commercial Registry, whether accompanying the minutes or for registration purposes; and If electronic: Private companies with annual gross revenue of up to seventy-eight million reais (BRL 78,000,000.00) shall name the website/system (SPED Balance Sheet Center) where it was published.   Changes in the registration of balance sheets with the Commercial Registries The National Department of Business Registration and Integration (DREI) enacted Normative Instruction No. 1/2024, aiming, among other measures, at the following items: The Commercial Registry is not liable for verifying the entries or form relating to the composition of accounting records; When filing a balance sheet, it is not mandatory to include all financial statements; only the submitted document should be filed; The Commercial Registry will only analyze the legal and extrinsic formalities, restricting itself to verifying registration information, such as company name, CNPJ number, etc.; and If the balance sheet is filed, it is possible to request a rectification, provided that the defects are exclusively remediable, resulting from material and/or procedural errors that can be corrected or validated – as long as they do not affect the essence of the document, do not cause harm to the public interest, prejudice to third parties, or create uncertainty regarding the information provided by the Commercial Registries.   Timely approval of accounts — coupled with proper bookkeeping and filing — strengthens governance and reduces risks during audits, fundraising, bidding processes, or restructuring. PLBrasil Paralegal assists companies in conducting the entire process of registering minutes with the Commercial Registries.