See what changes in the day to day of these companies
Since October 22, 2022, Law No. 14,451/22 is fully enforceable and effective, altering few resolution quorums in the limited liability company (sociedade limitada). Now the approval of amendments to the articles of association, as well as the incorporation, merger (consolidation), dissolution, or even the cessation of the state of liquidation, requires a quorum of absolute majority of the corporate capital and no longer 3/4 of it.
The quorum for electing non-partner managers was also modified: (i) if the capital is not fully paid up, the quorum is 2/3 of the corporate capital and no longer the totality; and (ii) if the capital is fully paid in, the quorum is absolute majority of the corporate capital, while the previous quorum was 2/3.
Be aware of the changes, as such matter can now be approved by the partner(s) holding the majority of the corporate capital.
With the changes brought about by the new Law, limited liability companies are closer to corporations (sociedades anônimas), since with a smaller stake of the corporate capital one can exercise the controlling power, aligned with the majority principle provided for in the Brazilian Corporations Law.
The Law is intended to ease decision-making in limited liability companies, reducing the relevance of minority shareholders in corporate resolutions. On the other hand, the amendment to the Civil Code brought by Law No. 14.451/22 should result in a scenario of renegotiation of articles of association and quotaholders’ agreements, aiming readjustment of the quorums now amended.
