Law 14451 has just been published, amending the Civil Code in one of the main points concerning Limited Liability Companies: the requirement for approval by three quarters (75%) of the partners for certain matters, including the amendment of the articles of association.
With the change, such matters will now be decided by a majority of the capital stock (50% plus one share).
The change, which favors the majority criterion, is already applicable to Corporations and is relevant because it changes the control dynamics of the Limited Liability Companies.
As an example, there are norms from the Central Bank of Brazil that define the controller of a Limited Liability Company as the partner or group of partners holding 75% of the capital stock.
In view of this, many companies will have to revise their articles of incorporation and shareholders' agreements, and there will certainly be an impact on estate planning. Furthermore, infra-legal norms - such as those mentioned above, from the Central Bank of Brazil - will have to be altered to contemplate the new scenario.
The new law also reduced the quorum for election of non partner managers, which is now at least 2/3 of the capital while it is not paid up (it used to be unanimous) and more than 50% of the capital after it is paid up (it used to be 2/3 of the capital).
The changes take effect 30 days after the publication of the new law.
The Corporate Team at Barcellos Tucunduva Advogados is available to assist its clients in the corporate adaptations resulting from the new rule.
