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As to article 1076, subsection I was revoked, and subsection II was amended.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).

By Liège Fernandes Vargas
CPDMA Team | Corporate law