Brazil | Annual Corporate Obligations


Brazil | Annual Corporate Obligations


Annual Declaration of Brazilian Capital Abroad 2017

The Central Bank of Brazil (“BACEN”) is receiving the Annual Declaration of Brazilian Capital Abroad (Annual CBE) regarding the fiscal year of 2016.

This declaration must be submitted by any individual or corporate entities residing, domiciled or headquartered in Brazil who holds assets and/or money overseas (such as deposits, equity interest, real estate, among others) which summed up at least one hundred thousand US dollars (US$ 100,000.00) on the 31st of December, 2016. The declaration term commenced on February 15 and its deadline is at 6pm of April 05, 2017.

The submission of the declaration is electronically made, upon fulfilling of a proper form made available by BACEN. Any error or delay to provide the information shall be subject to penalties of up to two hundred and fifty thousand Brazilian reais (BRL 250,000.00).

Brazilian Corporations (S/A) and Limited Liability Companies (LTDA.) must Perform Shareholders/ Quotaholders Annual Meeting until the end of April

All Brazilian Corporations (Sociedade Anônima or “S/A”) and Limited Liability Companies (Sociedade Limitada or “Ltda”), on the four months following the end of the previous fiscal year (April 30th for most of companies), pursuant to article 132 of federal law 6.404/76 and article 1.078 of the Brazilian Civil Code, shall perform a Shareholders Annual Meeting (Assembleia Geral Ordinária or “AGO”) or a Quotaholders Meeting (Reunião de Quotistas or “RQ”), respectively, for discussion and approval of:

  • management’s report and company’s financial statements;
  • destination of the net profit (or losses) and distribution of dividends, if applicable; and
  • appointment of officers, directors and members of the board of auditors, as the case may be.

The AGO and the RQ are mandatory and shall be performed annually, within the term and conditions determined for the approval of the matters indicated by the legislation. Regardless the necessity of appointing officers or directors, or the existence of net profit for distribution, the performance of the AGO or RQ is mandatory for each fiscal year.

The minutes of the AGO and the RQ must be registered before the Commercial Registry at the applicable State in which the company’s head office is located. Exclusively for Brazilian corporations (S/A), following the register of the minutes of AGO it must be published in the Official Gazette of the State and also in other widely circulated newspaper in the location of the company’s head office.

It is important to highlight that for Brazilian corporations (S/A), previously to the performance of the AGO, the company’s management must make available to the shareholders, as well as publish the company’s financial statements, management’s report and auditor’s report, as the case may be, in the Official Gazette of the State and also in other widely circulated newspaper in the same location of the company’s head office.

The approval of financial statements without reserves, discharges the officer from all and any management responsibility, except for those actions executed with fraud or simulation.

The publishing obligation of financial statements of Limited Liability Companies with large incomes (grande porte) is subjected to some legal administrative and judicial discussion. In this sense, this type of Limited Liability Company shall evaluate in each case the necessity of publishing its financial statements.

Azevedo Sette’s Corporate Team is available for eventual further clarifications and additional assistance upon these matters.