On July 28, 2020, Law 14,030 was promulgated, which contains rules on shareholders meetings’ of corporations and partners’ meetings of limited liability companies, cooperatives and cooperative representation entities during 2020, extending the deadlines and allowing holding meetings by virtual or semi-remote means.

This is materialization in law of themes that were described by the Firm through bulletins posted on April 1, 2020 and July 9, 2020, respectively about Provisional Measure 931 and its conversion into Law by Congress through enactment of Bill for Conversion (PLV) 19/2020, which gave rise to the Law discussed here (only with veto of Article 11, dealing with suspension of the effects of failing to satisfy covenants between March 30, 2020 and December 31, 2020).

Therefore, corporations and limited liability companies whose fiscal years finished between December 31, 2019 and March 31, 2020 are allowed to hold general meetings within seven months counted from the end the corresponding fiscal year. The time limit to hold general meetings of cooperatives was extended to nine months counted from the end of the respective fiscal year.

The law specifically allows limited liability companies, cooperatives and corporations to hold general meetings virtually, giving greater legal certainty to the validity of the decisions reached at those meetings, which before promulgation of the new Law was only mentioned in Provisional Measure 931 and infra-legal normative acts.

Finally, to prevent any doubts about hermeneutic interpretations, the text was adjusted as suggested by the National Department of Business Registration and Integration (DREI) to make clear the possibility of holding totally virtual general meetings by closely held corporations, limited liability companies and cooperatives. In this same line, the regulation of the theme by the DREI through DREI Normative Instruction 79, subsequently incorporated in DREI Normative Instruction 81, remains in effect and without the need for any adjustment (for more information on these documents, see the informative note of the Firm posted at our website on April 16, 2020).

The corporate team of CGV Advogados will remain abreast of any new measures and their impacts. We are available to clarify any doubts at: cec.societario@cgvadvogados.com.br.