We wish to inform you that Law No. 13,792 was published on 4 January 2019 in the Official Gazette (D.O.U.), amending the quorum required for the removal from office of a director or partner appointed to that role by an express provision in the articles of association. The new legislation amends paragraph 1 of Article 1,063, as well as the sole paragraph of Article 1,085, both of Law No. 10,406 of 10 January 2002 (Civil Code).

The main change relates to the quorum required for the removal of a partner appointed as a director in the articles of association, which now requires the approval of shareholders holding more than half of the share capital, unless otherwise provided for in the articles of association. The previous wording required a two-thirds (2/3) quorum for this purpose.

The requirement to convene a meeting or general meeting for the purpose of expelling a member from a limited liability company comprising only two members has also been waived, provided that the articles of association expressly mention the possibility of just cause and the expulsion of a member.

Please follow the link to view the full text of Law 13,792 of 3 January 2019.