On March 31, 2021, the Brazilian Securities Commission (CVM) published Resolution 25, (“Resolution”), which contains a transition rule for application of the alteration promoted by Provisional Measure 1,040/21 to Article 124, § 1, II, of the Law of Corporations (Law 6,404/76).
The referred Provisional Measure established various alterations of legislation with the objective of improving the business environment in Brazil, including facilitation of the constitution of new companies and expanded protection for minority shareholders, among others. One of the modifications promoted with the intention of protecting the interests of minority shareholders was to lengthen the minimum advance period for issuing call notices for general meetings of listed companies to 30 days, by altering the wording of Art. 124, § 1, II, of Law 6,404/76.
By means of the Resolution, the CVM determined that the new timing will be applicable to general meetings called as of May 1, 2021. Therefore, the general meetings that have already been called or that will be called for April 30, 2021 can observe the original advance time limit of 15 days specified in Law 6,404/76.
According to the Commission, the application of the new time limit for ordinary general meetings not yet called, to deliberate on the accounts for the financial year ended on December 31, 2020, can generate for many companies a mismatch with the time limit for holding ordinary general meetings as required by Art. 132 of Law 6.404/76.
More information, as well as the full text of the Resolution (in Portuguese) can be found at the CVM’s website (https://www.gov.br/cvm).
