Deadline for the Annual General Meeting and Shareholders' Meeting is April 30

Companies must hold these events annually to approve financial statements, in accordance with the rules applicable to each type of Corporation

Both corporations and limited liability companies must hold their Annual General Meeting (AGM) or Shareholders’ Meeting within the first four months of the fiscal year. Since most companies close their fiscal year on December 31, the requirement for 2026 must be met by April 30.

Below are some key points regarding these corporate events:

Purpose

Annual General Meetings (AGMs) and Shareholders’ Meetings are held to review and approve the directors’ accounts, as well as the financial statements for the fiscal year, thereby enabling a detailed assessment of the company’s management.

They also serve to decide on the distribution of profits and the payment of dividends, where applicable, thereby formalizing the allocation of the company’s earnings.
In addition, these events are important for discharging the directors from liability regarding management, except in cases of fraud.

Difference between an Annual General Meeting and a Shareholders’ Meeting

An Annual General Meeting is subject to stricter legal requirements, including minimum quorums for convening and decision-making. A Shareholders’ Meeting, on the other hand, follows simpler procedures, as defined in the articles of association.

The criterion that determines which model should be adopted is the number of members: limited liability companies with up to 10 members may hold a meeting; above that number, holding a general meeting becomes mandatory.

It is important to note that microenterprises (ME) and small businesses (EPP) are not required to hold these events.

Practical issues

The minutes of the Annual General Meeting or other meeting must be filed with the Board of Trade to be legally valid.

As for the conduct of the meeting, there are specific rules for limited liability companies and corporations, as set forth in the Civil Code and the Corporation Law.

Publication of corporate documents

Limited liability corporations are no longer required to publish documents in the Federal Official Journal instead, a summary published in a widely circulated newspaper is sufficient, provided the full version is available online. 

Closely held companies with annual gross revenue up to BRL 78 million may publish their documents exclusively in electronic form, either on their own website or through the Public Digital Bookkeeping System (Sped).

Large limited liability companies, on the other hand, are no longer required to publish financial statements to register minutes; this practice is now optional.

Sanctions for non-compliance

Although there are no direct legal penalties for failing to hold these events, practical difficulties may arise, such as restrictions on participating in public tenders, limitations in judicial reorganization proceedings, obstacles to entering into contracts with financial institutions, and restrictions on remitting funds abroad.

In summary, holding these meetings and assemblies goes beyond mere legal compliance and is essential to ensuring transparency, good governance, and security in business operations.

Compliance with corporate requirements

DPC has a qualified Paralegal department to assist companies in maintaining compliance at the municipal, state, and federal levels. Contact us: dpc@dpc.com.br.