It is worth remembering that this is the predominant corporate type in Brazil and the country has been showing a sharp increase in the number of new companies, especially given the significant reduction in bureaucracy.
In this sense, in order to make the quori determined by law – since at the discretion of investors they can be adopted quori more restrictive, but without state intervention – the law brought the following changes:
(i) no caput do Article 1.061, which established that the appointment of non-partner administrators would depend on the unanimity of the partners while the capital had not been paid in full and 2/3 after payment in full, is now required 2/3 of the partners, while the capital is not fully paid up and simple majority (50% plus 1 voting share) after full payment; is
(ii) the section II of article 1.076 now provides that in the cases listed below it will be required simple majority, to know:
II – the appointment of administrators, when made in a separate act; (instead of an amendment to the articles of association)
III – dismissal of directors;
IV – the method of remuneration, when not established in the contract;
V – modification of the social contract;
VI – the incorporation, merger and dissolution of the company, or the cessation of the state of liquidation;
(...)
VIII – the request for bankruptcy.
One of the most important changes introduced by the new Law was the reduction of the quorum required for amendments to the articles of association, which went from 75% to a simple majority, thus equating limited liability companies with joint-stock companies (SAs). This makes the limited liability company type attractive again for joint ventures and other corporate transactions.
It should be noted that although the original wording still provides for the concordat procedure, this has been replaced by the Judicial or Extrajudicial Recovery regimes, under Law No. 11.1012005.
Limited companies must adapt their articles of association to the new legal provisions until the aforementioned Law comes into force, or if they do not do so, make the adaptations at the first opportunity to submit any registration and filing of amendments to the current articles of association to the competent Commercial Board.
