On September 22nd, 2022, the Brazilian Federal Law No. 14,451/2022 was published, which alters Articles 1061 and 1076 of the Brazilian Civil Code, which determine quorum for decisions taken by quotaholders of limited liability companies.
With the change promoted by the Brazilian Federal Law No. 14,451/2022, Article 1061 of the Brazilian Civil Code now specifies that the appointment of officers who are not quotaholders require the affirmative vote of: (i) partners representing 2/3 of the capital stock when it is not yet paid up (reducing the previous quorum of unanimous approval); and (ii) partners representing more than half of the capital stock when it is already paid up (reducing the previous quorum of 2/3 of the capital stock).
Also, according to the changes promoted in Article 1076 of the Brazilian Civil Code, both the (i) alteration of the articles of association and (ii) transactions involving merger, amalgamation, cessation of dissolution now depend on approval of quotaholders representing more than half of the capital stock (reducing the previous quorum of 3/4 of the capital stock).
The Brazilian Federal Law No. 14,451/2022 will take effect 30 days after its publication (i.e., October 22nd, 2022).
More information, as well as the full text of the Brazilian Federal Law No. 14,451/2022, can be found at the “Planalto” portal of the site of the Brazilian Government (www.gov.br/planalto).
