By Carla Pusiol
PLBrasil Group | 04.09.2021

Companies that end their respective fiscal years on December 31 have until the end of April of the following year to meet the formalities established by law for the approval of accounts.

Obligation

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.

Impacts of the Covid-19 pandemic

In 2020, the deadlines and formalities of this legal obligation were relaxed to mitigate the effects of the COVID-19 pandemic on corporations, limited and cooperative, according to Provisional Measure No. 931 of March 30, 2020, converted into Law No. 14,020 of 2020.

The deadline for holding meetings was extended from 04 (four) to up to 07 (seven) months, counted from the end of the fiscal year.

These new legal provisions also innovated by formalizing: (I) the possibility of holding remote meetings, in a digital way, provided that all the rights of the members (II) are protected, the extension of the mandate of the directors and members of the Board until the holding of a new meeting of members.

But be warned, this extension was exceptionally applied to the year 2020 and, until the date of publication of this article, no measure has been officially announced for the extension of deadlines in 2021. In this way, the deadlines return to the original legislation, already with the permission to hold remote meetings.

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.