The Brazilian legislation establishes a requirement for the corporate shareholders, such as private and limited companies, and members of civil companies and associations to meet at least once a year in a Shareholders' Meeting or an Ordinary General Meeting, as the case may be.
According to the standard, these events must occur within four months from the end of the year. Since most companies adopt a period that coincide with the fiscal year-end (from January 1 to December 31 of the same year), the deadline for the Annual Shareholders' Meeting or Annual General Meeting is April 30.
The meetings are aimed at the company's management presenting the accounts, approving the financial statements, nominating or re-nominating the company’s management, and determining the allocation of net profit or loss for the year. Other decisions concerning the corporation or the company that may be necessary at that moment can also be made.
This obligation must be complied every year, since the approval of the accounts unreservedly, except in the case of error, fraud, or simulation, releases the company's management and fiscal council members from liability.
It is also important to mention that the minutes of the Shareholders' Meeting or Annual General Meeting must be registered at the Board of Trade.
In 2020, the publication of Provisional Measure 931, as a response to the effects of the coronavirus pandemic, ensured that companies could have their ordinary general meetings or shareholders' meetings/general meetings within seven months after the end of the year. It was also permitted to all kinds of companies having these meetings online in the last year.
It should be noted that, to date, no decision to extend or establish similar conditions to comply with the obligation in 2021 was approved, and the deadline remains valid for the four months following the year-end closing date (April 30, for most of the companies).
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