Change to the quorums for resolution of partners in limited liability companies

The President of Brazil approved, without vetoes, Law No. 14.451/2022, which was published today, Thursday, September 22, 2022, in the Federal Official Gazette of Brazil. Such law amends Articles 1,061 and 1,076 of the Brazilian Civil Code (Law No. 10,406 from January 10, 2002) to modify the quorums for resolution of partners in limited liability companies.

As a consequence of the aforementioned change, the quorum for the appointment of non-partner officers, which required the unanimous approval of the partners, while the capital stock was not fully paid, and the approval of at least two thirds (2/3) of all partners after its full payment, will now be of at least two thirds (2/3) for cases in which the capital stock is not fully paid, and more than half (½) of all partners’ approval after the full payment of the company’s capital stock.

Furthermore, in view of the changes to Article 1,076 of the Brazilian Civil Code, the quorums for any amendments to articles of association, in addition to the cases of merger, amalgamation, dissolution or suspension of the liquidation status, were changed and now such decisions must be taken by votes which correspond to more than half (½) of the capital stock, instead of the previous rule of three quarters (¾) of the capital stock.

Law No. 14,451/2022 will enter into force on October 22, 2022, and can be accessed here.

Demarest’s Corporate team is available to provide further information or clarifications regarding the application of these new legal provisions.