Companies must approve accounts in the first 4 (four) months following the end of the fiscal year, in accordance with Article 1,078 of Law No. 10,406/2002 (“Civil Code”) and 132 of Law No. 6,404/1976 (“S.A. Law”).
The approval of accounts must be made annually through a meeting or meeting of members – in the case of a limited company with less than ten (10) members, at which time the present:
1. Take and approve the accounts of the administrators and deliberate on the other financial statements, when applicable;
2. Appoint administrators and board members, when applicable; and
3. They deal with other issues that are on the agenda of the day.
Large Business companies
If the approval of the accounts is from a Large Business company (a company that has a total asset in over BRL 240 Million in the previous fiscal year or an annual gross revenue over BRL 300 Million), it will be necessary to verify with the local Board of Trade about the existence of a specific normative establishing all the mandatory rules for registration.
Some Boards of Trade, such as those in the State of Minas Gerais, Rio de Janeiro and São Paulo, request to send the sheets of the newspapers, containing the publication of the balance sheet and financial statements, related to the purpose of the deliberation.
The effects of the approval of the accounts
The holding of the Meeting or meeting for the approval of the accounts, especially for foreign partners, allows the more detailed analysis of the company’s financial statements and the evaluation of how the company’s management has been conducted.
The approvals of the accounts by the partners, provided that without reservation, exonerate the administrators of liability, except error, deed, fraud or simulation.
From the Compliance perspective, the compliance withthe regular procedures for approval of the accounts demonstrates transparency of the company, serve to detect and rescan possible irregularities and may also be required in the event of bids, banking operations and inspections.
What are the impacts of not complying with this obligation?
Although there is no legal provision for a pecuniary sanction, corporations that do not comply with this obligation are unable to participate in bids and take bank loans, which, in general, depend on the presentation of the approval minutes registered in the Board of Trade.
We are available for further clarification through the channels below:
+55 (11) 3292-5050
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