In the corporate calendar, the first quarter ends with a vital and sometimes neglected obligation: the Approval of Company Administrators’ Accounts. Provided for in articles 1,078, of Law No. 10,406/2002 (Civil Code) and 132, of Law No. 6,404/1976 (Corporations Law), this obligation applies to all companies, regardless of size or corporate structure, and is responsible for formally releasing all the administrators from acts taken in the previous fiscal year.

When is the deadline?

The Annual General Meeting (AGM) or the Members’ Meeting for the approval of accounts must take place, without exception, until the fourth month after the end of the fiscal year. For the vast majority of companies, whose fiscal year coincides with the calendar year, the deadline is April 30, 2026, including the performance of the act and subsequently filing with the Commercial Registry.

Why is approval indispensable?

• Disclaimer of Liability: Without formal approval, the administrator remains exposed to questioning about their management indefinitely. Regular approval exonerates the administrator, except in cases of error, fraud, or deceit;
• Banking and Credit Restrictions: Financial institutions require the minutes of the meeting approving the financial statements to be filed for the renewal of ratings and credit lines; and
• Barriers in Bidding and M&A: Proper documentation, including duly registered financial statements, is an essential requirement for participating in biddings, audits, and M&A processes.

What are the obligations for Joint-Stock Company?

Joint-Stock Companies (S.A.) must publish their financial statements before the shareholders’ meeting in a widely spread newspaper, comparing the data from the previous fiscal year with the following information:

1. Overall information or values relating to each group;
2. Respective classification of accounts or records; and
3. Receipt of relevant information included in the explanatory notes and in the opinions of the independent auditors and the fiscal council, if any.

Exceptions:

• Private companies with annual gross revenue of up to BRL 78 million: Companies of this nature can publish the information in full through the Balance Sheet Center of the Public Digital Bookkeeping System – SPED; and
• Private companies with net equity, on the balance sheet date, below BRL 2 million: These companies are exempt from preparing and publishing the statement of cash flows.

And what about Limited Liability Companies?

• Companies of any size under the regime of Limited Liability Companies (LTDA) and cooperatives are exempt from attaching financial statements to the minutes of the meeting or shareholders’ meeting. and
• Microenterprises and Small Businesses (ME and EPP) are exempt from filing financial statements, as well as from holding a meeting or members’ meeting for this purpose.

Is there a rule for signing documents?

Changes to the registration of the balance sheet with the Commercial Registries

The National Department of Business Registration and Integration (DREI) enacted Normative Instruction No. 1/2024, aiming, among other measures, at the following items:

• It is not up to the Commercial Registry to verify the entries or form regarding the composition of bookkeeping;
• The filing of the balance sheet does not have to include all the financial statements, but the document presented must be filed;
• The Commercial Registry will only analyze the legal and extrinsic formalities, restricting itself to verifying registration information, such as company name, CNPJ number, etc.; and
• If the balance sheet is filed, it is possible to request a rectification, provided that the defects are exclusively remediable, resulting from material and/or procedural errors that can be corrected or validated – as long as they do not affect the essence of the document, do not cause harm to the public interest, prejudice to third parties, or create uncertainty regarding the information provided by the Commercial Registries.

Timely approval of accounts — coupled with proper bookkeeping and filing — strengthens governance and reduces risks during audits, fundraising, bidding processes, or restructuring. PLBrasil Paralegal assists companies in conducting the entire process of registering minutes with the Commercial Registries.