We hereby inform the modification in Law Nº. 13,792, published on 01/04/2019 in the Official Gazette–D.O.U., which modifies the quorum for dismissal of the Directors´ position, appointed in an express clause of the Articles of Association. The new legislation changes the 1st paragraph of the article 1.063, as well as the sole paragraph of article. 1.085, both of the Civil Code.

The main change is related to the quorum for dismissal of a partner, appointed as Director in an express clause of the Articles of Association, that shall now depend on the approval of shareholders, corresponding to more than half of the corporate capital, unless there is a different provision mentioned on the Articles of Association. The previous text required a 2/3 (two-thirds) quorum for the dismissal.

It was also exempted with the obligation to call a meeting or general meeting for exclusion of members in a limited liability company, composed only by two partners, provided that the Articles of Association expressly mentions the possibility of a dismissal with just cause and exclusion of a shareholder.

Kindly, please check the link bellow to consult Law Nº. 13,792:

www.planalto.gov.br/ccivil_03/_Ato2019-2022/2019/Lei/L13792