Yesterday’s (April 25^th, 2019) Federal Official Gazette published Ordinary Law no. 13.818/2019, that adopts two amendments to some Articles of the Law of Corporations (Lei das S.A. – 6.404/1976) to make less complex the obligations in connection with the disclosure of corporate documents, chiefly the publication of financial statements. Two amendments were adopted, and each one of them will be in force at different times.

The main innovation, that will be in force from the publishing date (April 25^th, 2019), sets forth additional requirements for closely held corporations to use the simplified regime for the disclosure of corporate acts. Before these amendments, the Law of Corporations established the exemption from some formalities in calling meetings and publication of financial statements only for closely held Corporations, with less than twenty (20) shareholders and net assets of up to one million Reais (R$ 1.000.000,00). After the amendment, the stockholders’ equity’s cap to enjoy the benefit has been changed to ten million Reais (R$ 10.000.000,00), while the cap number of shareholders in the company remained the same. This novelty represents a relevant step towards cutting the government red tape and reducing costs of ancillary obligations.  In addition, it should benefit a considerable number of corporations.

Furthermore, the new law has amended rules to be complied with in the disclosure of documents ruled by the Law of Corporations, that previously had to be published both in an official gazette and a large circulation newspaper. The amendment, that will be in force from January 1^st, 2022, has established that those disclosures must be published only in a large circulation newspaper, at the same time in its printed and electronic editions, with digital certification of the authenticity of the documents. In addition, financial statements must be published in compliance with new format and content criteria.