Ordinance No. 12,071/2021 ("Ordinance") was published with the purpose of regulating the disclosure of acts of closed companies with annual gross revenues of up to R$78,000,000.00 (seventy-eight million reais), in addition to the Legal Framework for Startups (Supplementary Law No. 182/2021).
With the new legislation, the listed closed companies are no longer required to publish their financial statements, audit reports, minutes or any other corporate acts required by Law 6404/1976 ("Corporations Law") in official gazettes and mass-circulation newspapers.
According to the Ordinance, the electronic publication of the acts of these closed companies, as well as the disclosure of the information provided for in the Corporations Law, will now be made through the Balance Sheet Centre of the Public Digital Bookkeeping System ("SPED").
In addition, the Ordinance also states that:
(i) the publication and disclosure must be made with a qualified electronic signature, with the use of a digital certificate, pursuant to Law No. 14,063/2020; and
(ii) additionally, the companies shall make available the publications and disclosures required by the Corporations Act on their respective websites.
Many companies will have to update their websites to include a specific section for their corporate acts and financial statements and many will have to amend their articles of association, especially if they expressly mention publication in newspapers and official gazettes.
The Corporate Law team of Barcellos Tucunduva Advogados is available to clarify any doubts related to the above topic, at the e-mail [email protected].
