Law altering the quorum for resolutions by limited liability companies is sanctioned
On September 21, the President of Brazil sanctioned Law No. 14451/2022,which amended articles 1061 and 1076 of the Civil Code (Law No. 10406, dated January 10, 2002), bringing important changes concerning the quorum for partners' resolutions in limited liability companies.
The changes introduced refer to the partners' resolutions on the appointment of managers who are not partners, amendments to the articles of association and in cases of merger, consolidation or dissolution of the company, or termination of the liquidation status.
Until then, article 1061 of the Civil Code provided that in cases where the corporate capital had not been paid up, the appointment of managers who were not partners would depend on the approval of unanimity of the partners, and, after the capital had been paid up, it would depend on the approval of at least 2/3 (two thirds) of them. What changes with the amendment is that, from now on, in a company with unpaid capital, the appointment of managers who are not partners will depend on the approval of at least two thirds (2/3) of the partners and, after the payment of the capital, the approval will depend on the partners representing more than half of the corporate capital.
As to article 1076, subsection I was revoked, and subsection II was amended. Thus, if previously clauses V and VI of article 1071 (amendment to the articles of association and merger, consolidation and dissolution, or termination of liquidation) required the votes of at least three-fourths (3/4) of the capital stock for resolutions to be taken, they are now covered by the quorum of clause II, which requires the votes of more than half the capital stock.
Below is a comparative table of the changes:
PREVIOUS WORDING:
Article 1.061. The appointment of non partner directors shall depend on the unanimous approval of the partners,as long as the capital has not been paid up, and by at least 2/3 (two thirds)after the capital has been paid up.
Article 1.076. With the exception of the provisions of Article 1.061, the partners' resolutions will be made: I - by the votes corresponding to at least three-fourths of the capital stockin the cases provided for in subsections V and VI of art. 1.071*; II - by the votes corresponding to more than half of the capital stock, in the cases provided for in clauses II, III, IV and VIII of article 1071*.*.
NEW WORDING:
Article 1.061. The appointment of non partner managers will depend on the approval of at least 2/3 (two thirds) of the partnersas long as the capital has not been paid up, and on the approval of holders of quotas corresponding of quotas corresponding to more than half of the capitalafter the capital has been paid up.
Article 1.076. With the exception of the provisions of art. 1.061, the partners' deliberations will be taken: I - (repealed); II - by the votes corresponding to more than half of the capital stock, in the cases provided for in items II, III, IV, V, VI and VIII of caput of art. 1.071 of this Code.
*Article 1.071. The following depend on the partners' deliberation, in addition to other matters indicated by law or in the Articles of Association: I - the approval of the management accounts; II - the appointment of managers, when made by separate act; III - the removal of managers; IV - the manner of their compensation, when not established in the Articles of Association; V - the modification of the articles of incorporation; VI - the incorporation, merger, and dissolution of the company, or the cessation of the liquidation state; VII - the appointment and dismissal of liquidators and the judgment of their accounts; VIII - the petition for concordata.
Finally, these changes will come into effect thirty (30) days after the official publication (09/22/2022).
The commission of jurists appointed by Minister Luis Felipe Salomão drafted the bill to update and adapt the Civil Code, which is currently awaiting review by the Federal Senate. The main objective of the draft bill is to simplify the measures stipulated by the current law and align the Code with doctrinal and jurisprudential interpretations that have been […]
The decision handed down by the Federal Supreme Court (STF) in the judgment of General Repercussion Topic 725 and the Argument for Non-Compliance with Fundamental Precept (ADPF) 324, marks a crucial point in the definition of labor relations and their legal limits in Brazil. In a scenario where companies are increasingly looking for alternatives to [...]
In the age of technology, the start-up ecosystem has attracted many people in recent decades. This is mainly due to the rapid rise of the digital economy, which has led to many success stories of companies that today represent giant players in the market, regardless of the sector in which they operate. In this context of scalable entrepreneurial initiatives, startups have shown themselves to be a huge attraction [...]
Closing our series of posts on the Classes of Intellectual Property Assets, today we're going to look at the registration of COPYRIGHT. An author is the natural person who creates a literary, artistic or scientific work. Copyright protects such works and can be patrimonial (right to commercial exploitation of the work) or moral (claim of authorship, conservation [...]
On June 26, 2024, a new type of operation was published covering companies with a tax domicile in Rio Grande do Sul. This is yet another measure taken by the Federal Government to deal with the damage caused by the floods in Rio Grande do Sul. The new operation, called "SOS-RS Operation", was instituted by PGFN/MF Ordinance No. [...].
In our series of posts explaining the differences between the classes of intellectual assets, today we'll look at DOMAIN REGISTRATION. The protection of a website's electronic address (domain) is carried out at Registro.BR. In this case, the domain availability search is essential for registration. If a third party tries to register a [...]
This website uses cookies to improve your experience as you browse the website. Cookies that are categorized as necessary are stored in your browser as they are essential for the basic functionality of the website to function. We also use third-party cookies, which help us analyze and understand how you use this website. Cookies will be stored on your browser only with your consent. You also have the option to opt out of cookies. However, disabling some cookies may affect your browsing experience.
Functional cookies help in performing certain functionality such as sharing website content on social media platforms, collecting feedback and other third-party features.
Analytical cookies are used to understand how visitors interact with the website. These cookies help provide information about the metrics of the number of visitors, bounce rate, traffic source, etc.
Advertising cookies are used to provide visitors with relevant advertisements and marketing campaigns. These cookies track visitors to websites and collect information to deliver personalized advertisements.
Necessary cookies are those that are absolutely essential for the proper functioning of the website. These cookies guarantee basic functionality and security features of the website, anonymously.