We hereby inform the modification in Law Nº. 13,792, published on 01/04/2019 in the Official Gazette–D.O.U., which modifies the quorum for dismissal of the Directors´ position, appointed in an express clause of the Articles of Association. The new legislation changes the 1st paragraph of the article 1.063, as well as the sole paragraph of article. 1.085, both of the Civil Code.
The main change is related to the quorum for dismissal of a partner, appointed as Director in an express clause of the Articles of Association, that shall now depend on the approval of shareholders, corresponding to more than half of the corporate capital, unless there is a different provision mentioned on the Articles of Association. The previous text required a 2/3 (two-thirds) quorum for the dismissal.
It was also exempted with the obligation to call a meeting or general meeting for exclusion of members in a limited liability company, composed only by two partners, provided that the Articles of Association expressly mentions the possibility of a dismissal with just cause and exclusion of a shareholder.
Kindly, please check the link bellow to consult Law Nº. 13,792:
The PLBrasil Group’s Foreign Capital teamis available to assist you with the records required by the Central Bank of Brazil in the channels below:
+55 (11) 3292-5085
bacen@plbrasil.com.br
Check out the latest Paralegal articles
Liquidator of foreign companies: representation after dissolution of the company
Dissolving a company in Brazil involves more than just registering the termination agreement or requesting the cancellation of the CNPJ. The process of dissolution, liquidation, and extinction is formal, and even after it is completed, [...]
NIRE (Company Register Identification Number): What it is, what it’s for, and why it still matters
The Company Register Identification Number (NIRE) is a unique code assigned by the Commercial Registry to a company at the time of its incorporation, to prove its legal existence. It functions like a "corporate [...]
Attention, companies with investment abroad! The deadline to declare financial information is March 31
Companies with assets equal to or greater than R$ 300 million that have received foreign investments need to be aware! The period for updating financial information at the Central Bank [...]
Check out the latest Paralegal articles
Liquidator of foreign companies: representation after dissolution of the company
Dissolving a company in Brazil involves more than just registering the termination agreement or requesting the cancellation of the CNPJ. The process of dissolution, liquidation, and extinction is formal, and even after it is completed, [...]
NIRE (Company Register Identification Number): What it is, what it’s for, and why it still matters
The Company Register Identification Number (NIRE) is a unique code assigned by the Commercial Registry to a company at the time of its incorporation, to prove its legal existence. It functions like a "corporate [...]
Attention, companies with investment abroad! The deadline to declare financial information is March 31
Companies with assets equal to or greater than R$ 300 million that have received foreign investments need to be aware! The period for updating financial information at the Central Bank [...]
