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Limited Liability Companies – Changes in the Quorum for Resolutions of the Partners

In force since October 22, 2022, Law No. 14,451, of September 21, 2022, amended Articles 1,061 and 1,076 of the Brazilian Civil Code (Law No. 10,406/2002) to modify the quorum for resolution of the partners in limited liability companies. As a general comment, one can say that the changes brought about by the new Law reinforce the application of the majority principle, bringing greater flexibility to the partners for the governance of limited liability companies.

With the new Law, the quorum for appointing non-partner managers (Article 1,061) will depend now on the approval of at least 2/3 (two thirds) of the partners, while the share capital is not fully paid up (previously it depended on unanimous approval) and, after the payment of the share capital, approval will be given by the vote of partners representing more than half of the share capital (previously it depended on 2/3 (two thirds)).

Further, the new Law also revoked item I of article 1,076 of the Civil Code, which established the quorum corresponding to ¾ (three quarters), at least, of the share capital for the resolutions of the partners regarding changes to the articles of association, incorporation, merger and dissolution of the company, or the cessation of its state of liquidation. These matters were included in item II of the same article and resolutions on these matters may now be taken by votes corresponding to more than half of the share capital.

It is important to note that the articles of association may establish a higher quorum for such matters, but never less than the quorum determined by Law. If the articles of association already specify a higher quorum than those established by the new Law, the provisions of the articles of association will prevail. In case the articles of association are silent on the quorum in question or even if the articles of association expressly refer to the application of the legal quorum, the partners must then observe the new quorum established by the Law.

We remain at your disposal for any necessary clarifications and even for a possible review of the articles of association, considering the characteristics of each company.

Brentani Roncolatto Advogados