Annual Meetings of Members of Limited Liability Companies

Every year, the shareholders of limited liability companies must hold annual shareholders’ meetings to decide on: (i) the directors’ accounts, the balance sheet and the economic result; and (ii) where appropriate, the appointment of directors or other matters that may be included on the agenda.

In this regard, companies must take the necessary steps to call and hold their meetings, as follows.

1. Date of realization. Shareholders’ meetings for the annual approval of accounts must be held within four months of the end of the financial year. Thus, limited liability companies whose fiscal year ends on December 31st must hold them by April 30th of the following year.
2. Form of realization. Meetings and assemblies can be held in person, semi-presentially or digitally, and members can participate and vote remotely, respecting the legally established rights of members and other regulatory requirements, under the terms of article 1080-A of the Civil Code.
3. Convocation. Limited liability companies with up to 10 shareholders must comply with the rules for calling meetings set out in their respective articles of association, if there is a provision to this effect. On the other hand, limited liability companies with more than 10 shareholders must publish a notice calling the shareholders’ meeting at least three times, in accordance with §3 of article 1,152 of the Civil Code.

The formality of calling a meeting by publication is dispensed with when all members attend the meeting or when they declare in writing that they are aware of the place, date, time and agenda.

In addition, up to 30 days before the date set for the meeting, the balance sheet and the income statement must be made available to shareholders who do not manage the company, in accordance with article 1.078, § 1 of the Civil Code.

4. Effects. Unless there is an error, willful misconduct or simulation, the approval of the financial statements without reservation shall exonerate the members of the board of directors and the members of the supervisory board, if one has been set up.

Although there is no express provision for a penalty for not approving the financial statements and management accounts, a limited company that fails to do so may be prevented or have difficulties in carrying out certain activities, such as contracting financing and credit lines, among others.

Araújo e Policastro Advogados remains at your disposal for any necessary clarifications and to advise you on the measures required to hold the 2024 annual shareholders’ meetings.