Take Care of Your Corporate Books

Good corporate governance requires diligent recordkeeping and attention to detail. This is true not only for American corporations but also for Brazilian companies. If you own a Brazilian corporation, here are the essential corporate “books” you must maintain.

Register of Shares

The share register describes the company’s ownership. It includes the name and address of each shareholder as well as the quantity, class and value of their shares. It also lists capital contributions and any restrictions on shares.

Register of Share Transfers

When shareholders sell or transfer their shares, the transaction must be recorded in this register. It should contain the names of the old and new shareholders, the nature of the transaction (such as a sale or assignment), the number of shares transferred and the date of the transaction.

Register of Shareholder Presence

Shareholder meetings have a minimum attendance requirement or quorum. If the required number of shareholders isn’t met, the meeting must be rescheduled. To confirm sufficient attendance, each shareholder acknowledges their presence by signing this register.

Shareholder and Director Meeting Minutes

Meeting minutes in Brazil are similar to meeting minutes in the US. They’re required for both regular and special shareholder meetings as well as director meetings, and they serve to record the topics that are discussed and decisions that are made.

Maintaining these corporate books is fundamental to responsible governance. While it’s important to start from day one, careful upkeep is crucial to remain compliant. And don’t forget to register your books with the trade board.