On March 21, 2023, the Third Section of the STJ decided that large-sized limited liability companies (those with total assets exceeding BRL 240 million or annual gross revenue exceeding BRL 300 million) do not need to publish their financial statements in advance to its filing at the Board of Trade.
According to the Court’s understanding, even though Federal Law No. 11,638/2007 obliges large-sized limited liability companies to book and prepare their financial statements, there is no reference to any legal duty to "publish" such financial statements.
The Court understands that the word "publication" was intentionally deleted from the legislative proposal that resulted in Federal Law No. 11,638/2007, which demonstrates that the legislator deliberately decided to withdraw the duty to publish financial statements in the Official State Journal and in newspapers with wide circulation.
The discussion originated from a writ of mandamus (mandado de segurança) filed by a large-sized Brazilian company of the beverage sector and a franchise company against the President of the Board of Trade of the State of Rio de Janeiro (JUCERJA), in order to be released from the obligation to publish their financial statements in the Official Journal of Rio de Janeiro and in a widely circulated newspaper as a precondition for filing its financial statements with JUCERJA.
The mandamus was denied in the first and second instances, but the STJ, in a special appeal, granted the petitioners appeal, removing the obligation to publish their financial statements.
The decision represents an interpretative advance of the jurisprudence regarding Federal Law No. 11,638/2007, reducing bureaucracy of large-sized limited liability companies’ businesses.
For more information, access REsp nº 1824891/RJ.
The Corporate and Strategic Civil Litigation teams of Azevedo Sette Advogados are available to provide clarification on the subject.