23/09/2022 em Velloza Corporate News

New law published resets quorums for approval of relevant matters in Limited Liability Companies

Law No. 14,451 of September 21, 2022 (published in the Official Gazette the following day) amends articles 1,061 and 1,076 of Law No. 10,406, of January 10, 2002 (the Brazilian Civil Code) to reduce quorum requirements in limited liability companies.

The new law comes into effect on October 22, 2022 whereupon amendments to the articles of association, as well as transactions involving the consolidation, merger, dissolution and suspension of liquidation status, may be approved by partners representing the majority of the company’s capital and no longer three-fourths.

Another relevant amendment establishes that non-partner managers may be elected if the quota capital is not fully paid in by approval of partners representing two-thirds of the company’s capital, instead of all of them as previously required. If the capital is fully paid in, the quorum for the election of non-partner managers will be more than half of the company’s capital, and not more than the two thirds previously required.

The new law will be enforce  as off October 22, 2022.

­

­­

THIS NEWSLETTER IS MERELY INFORMATIVE AND RESTRICTED TO VELLOZA CLIENTS. QUESTIONS AND CLARIFICATIONS ON THE MATTERS CONTAINED HERE SHOULD BE ADDRESSED TO OUR OFFICE.