A recent amendment to the Brazilian Civil Code has made relevant changes to the operation of limited liability companies by substantially reducing the statutory quorums for the resolution of relevant matters on limited liability companies.
It is no longer necessary to hold 75% of the units representing the capital to have the control of a limited liability company.
With Law No. 14,451/2022 entering into force, the highest statutory quorum for limited liability companies will be equal to the highest statutory quorum of the corporations, which is the majority vote (more than half of the capital). Therefore, as well as in corporations, in limited liability companies, from now on, the member who holds units representing the majority of the capital can be considered the controller.
The majority vote quorum will be applied to matters like changes in the limited liability company’s operating agreement, incorporation, merger, dissolution and interruption of the liquidation status, which previously needed to be approved by 3/4 of the capital.
Another important change is the quorum for the election of non-member officers, which has changed (i) from the unanimity of the members to 2/3 of the capital, while the capital is unpaid, and (ii) from 2/3 of the capital to more than the half of the capital, after the capital is fully paid-in.
The statutory quorums can still be increased, but never reduced, through an express inclusion in the limited liability companies’ bylaws, in case of the members’ intent.
Although the legislation of limited liability companies still needs other improvements, this change was a step forward for the limited liability companies.
The new law takes effect on October 22nd, 2022.
The Azevedo Sette Advogados’ corporate team is available to answer any questions you may have. Click here to check Law No. 14,451, of September 22, 2022.