The Federal Law No. 14,451/2022 was published in the Brazilian government’s Federal Gazette on 22 September 2022, modifying the voting quorum for the main resolutions of limited liability companies.
Before this modification, the quorum required for approving an acquisition, merger, dissolution and completing the liquidation of the company, as well as to appoint legal representatives that are not shareholders (when the company’s capital is not paid-in) and to amend the articles of association (where the most relevant aspects of a company are provided) was of 75%, implying that the shareholder holding said percentage of the company’s capital was also the controlling shareholder.
However, the new legal provision lowered the voting quorum for these resolutions to 50%, meaning that this percentage is now the new reference for assessing which shareholder holds the controlling interest of a limited liability company. In addition, the quorum for appointing a legal representative that is not a shareholder when the company’s capital is paid-in is now 2/3 of the company’s capital (previously, it required an unanimous resolution).
Therefore, the power structure in limited liability companies is now more similar to the Brazilian corporation’s (sociedade anônima), where the required quorum for the most relevant resolutions is also the majority of the voting shares.
The shareholders of limited liability companies shall be aware of these new rules, specially those holding between 50% to 75% of the company’s capital, since they may compromise the veto power of the other shareholders and make a company with a decentralized holding structure into a company with a controlling shareholder.
It is advisable that the articles of association and shareholders’ agreements are amended as to address these new rules, avoiding that the understandings entered into by the shareholders are affected by them.
Finally, we highlight that the Federal Law No. 14,451/2022 will be effective only on 22 October 2022, despite already published.
Our team is available for additional clarifications, as well as to assist in matters related to the new voting quorum in limited liability companies.
Gustavo Flausino Coelho – gustavo@bastilhocoelho.com.br
Thales Castanheira – thales@bastilhocoelho.com.br