Shareholder Meetings in a Brazilian Corporation

Happy New Year! It’s that time again when business owners need to start preparing for their annual shareholder meeting - a requirement for Brazilian corporations (Sociedade Anônima or S.A.).

In Brazil, the general term for a shareholder meeting is Assembleia Geral. Similar to corporate practice in the US, there are both regular meetings (Assembleia Geral Ordinária) and special meetings (Assembleia Geral Extraordinária) of the shareholders.

Regular meetings, which occur annually by the end of April, are mandated by law. Discussions at these meetings typically include reviewing the company’s finances, allocating profits, and electing administrators. Special meetings, on the other hand, may be convened at any time by the shareholders to address matters like increasing the company’s corporate capital or other significant decisions.

After each meeting, the company must prepare and file written resolutions in the minutes, known as the Ata. The minutes should then be signed by the president and the secretary of the meeting as well as the shareholders of the company. In some cases, the company’s administrators will sign too. The minutes are then registered with the state trade board, and the corporate books must be updated to include the minutes.

Adhering to these formalities is crucial. It safeguards shareholders from personal liability and shields the Brazilian company from government fines, administrative dissolution, and other penalties.

As you prepare for 2024, don’t forget to spend some time getting your corporate affairs in order. This includes not only preparing for and conducting your annual shareholder meeting but also documenting and filing the meeting minutes.