Provisional Measure No. 931/2020 was converted into Law No. 14.030/2020, which has been in force since July 29.07.20120, XNUMX, bringing important provisions for publicly and privately held corporations, limited liability companies, cooperative societies and entities representing cooperatives, and legal entities under private law, as explained below.
It should be noted that some provisions of Law No. 14.030/2020 are provisional, as they arose due to the Covid-19 pandemic and others will remain in the legal system even after the end of the pandemic.
Due to the Covid-19 pandemic and in accordance with Law No. 14,030/2020, joint stock companies:
(i) may, exceptionally, hold an ordinary general meeting within 7 (seven) months from the end of the fiscal year (instead of the four months provided for in the Corporation Law) for those whose fiscal year ended between 31.12.2019/31.03.2020/XNUMX and XNUMX/XNUMX/XNUMX;
(ii) the management or performance terms of administrators, members of the fiscal council and statutory committees will be extended until the ordinary general meeting referred to in item (i) above or until the meeting of the board of directors, as the case may be;
(iii) the board of directors will be responsible for deliberating, ad referendum, on urgent matters within the jurisdiction of the general assembly, which will be subject to deliberation at the first subsequent meeting of the general assembly, unless otherwise provided for in the articles of association;
(iv) the board of directors, if any, or the management may, regardless of any amendment to the articles of association, declare interim dividends until the annual general meeting referred to in item (i) above is held.
As for limited companies, those whose fiscal year ended between December 31, 2019 and March 31, 2020 may, exceptionally, hold the annual mandatory shareholders' meeting within 7 (seven) months from the end of their fiscal year, and the terms of office of directors and members of the fiscal council scheduled to end before the annual mandatory shareholders' meeting is held are extended until it is held.
In turn, cooperative societies and the cooperative representation entity may, exceptionally, hold the ordinary general meeting within 9 (nine) months, counting from the end of their financial year, and the terms of office of the members of the administrative and supervisory bodies and other statutory bodies expected to end before the holding of said ordinary general meeting are extended until its holding.
The Securities and Exchange Commission (CVM) may extend the deadlines established in the Corporation Law for publicly-held companies during the 2020 fiscal year, on an exceptional basis, and it will also be up to the CVM to define the date for the presentation of the financial statements of publicly-held companies.
Another important change to highlight that will remain even after the end of the COVID-19 pandemic is the possibility for publicly and privately held companies to hold digital meetings, as regulated, and for partners of limited companies to be able to participate and vote remotely in meetings or general meetings, as per the regulations, which may be held digitally, respecting the legally provided rights of participation and expression of partners and other regulatory requirements.
If in person, the general meeting must be held, preferably, in the building where the company is headquartered or, for reasons of force majeure, in another location, provided that it is in the same municipality as the headquarter and is clearly indicated in the advertisements.
Associations, foundations and other companies must observe restrictions on holding in-person meetings and assemblies until December 31, 2020, in compliance with the health regulations of local authorities.
Finally, the extension of up to 7 (seven) months for holding a general meeting and the term of office of directors, where applicable, applies to legal entities under private law (associations, foundations and other companies not mentioned above). The general meeting may be held until October 30, 2020, including to remove directors and amend the bylaws, by electronic means, regardless of any provision in the legal entity's articles of association. Participants may express their opinions by any electronic means indicated by the administrator, which ensures the identification of the participant and the security of the vote, and will produce all the legal effects of an in-person signature.
