In Brazil, it is common practice for companies to approve the accounts of their managers during the month of April, as, for most businesses, the fiscal year ends on December 31. Considering the legal requirement to deliberate within four months following the end of the fiscal year, attention should be paid to the deadline, which falls on April 30, 2026.
The approval of accounts represents one of the most relevant moments in corporate governance, as it is when shareholders or quotaholders review the results of the fiscal year, assess management performance, and formally determine the allocation of results. When properly conducted, this procedure may also result in the release of managers from liability for acts performed during the period, thereby providing greater legal certainty to management.
From a procedural standpoint, the approval of accounts must follow a minimum set of formalities to ensure transparency and effective participation of shareholders or quotaholders. This includes, first and foremost, the prior submission of relevant documentation—such as financial statements, management reports, and, where applicable, opinions—within sufficient time to allow for proper review and clarification.
Below is a summary of the procedure as provided by law, noting that the articles of association, bylaws, or other corporate documents may establish specific provisions that modify the statutory framework:
Limited Liability Companies
Closely Held Corporations (Closed Capital)
Source of legal obligation
Civil Code, Article 1,078, item I.
Law No. 6,404/1976, Article 132, items I and II.
Matters to be resolved
(a) review the managers’ accounts and resolve on the balance sheet and income statement;
(b) appoint managers, when applicable; and
(c) address any other matters included in the agenda.
(a) review the managers’ accounts, examine, discuss and vote on the financial statements;
(b) resolve on the allocation of net income and distribution of dividends; and
(c) elect managers, when applicable.
Deadline for holding the meeting
Within 4 months after the end of the fiscal year, typically by April 30.
Within 4 months after the end of the fiscal year, typically by April 30.
Call of meeting
(a) By MANAGEMENT.
(b) May also be called:
(b.1) by any QUOTAHOLDER, if management delays the call for more than 60 days;
(b.2) by QUOTAHOLDER(S) holding more than 1/5 of the capital, if a duly grounded request is not addressed within 8 days; and
(b.3) by the FISCAL COUNCIL, if any, if management delays the annual call by more than 30 days, or in case of serious and urgent reasons.
(a) By the BOARD OF DIRECTORS, if any, or by the EXECUTIVE OFFICERS.
(b) May also be called:
(b.1) by the FISCAL COUNCIL, if management delays the call for more than 1 month;
(b.2) by any SHAREHOLDER, if management delays the call for more than 60 days;
(b.3) by SHAREHOLDERS representing at least 5% of the share capital, if management fails to comply within 8 days with a duly grounded request.
Publication of notice
At least three times in the Official Gazette and in a widely circulated local newspaper.
At least three times in the Official Gazette and in a widely circulated local newspaper.
Shareholders holding 5% or more of the share capital may also request written notice by telegram or registered mail.
Notice period
(a) Minimum of 8 days for the first call; and
(b) Minimum of 5 days for the second call.
(a) Minimum of 8 days for the first call; and
(b) Minimum of 5 days for the second call.
Documents to be made available and/or published
Up to 30 days prior to the meeting, the balance sheet and relevant documents must be made available in writing, with proof of receipt, to quotaholders who are not part of management.
At least 1 month prior to the meeting, management must inform shareholders that the following documents are available:
(i) management report on corporate activities and main administrative events of the fiscal year;
(ii) copy of the financial statements;
(iii) independent auditors’ report, if any;
(iv) fiscal council opinion, including dissenting votes, if any; and
(v) other relevant documents related to matters on the agenda.
Documents (i) to (iii) must be published at least 5 days prior to the meeting.
Publication of the notices is waived if all documents are published at least 1 month in advance.
Quorum for installation
(a) First call: at least ¾ of the share capital; and
(b) Second call: any number.
(a) First call: at least ¼ of voting shares; and
(b) Second call: any number.
Quorum for resolution
(a) Approval of accounts: majority of those present;
(b) Election of management:
(b.1) appointment of non-quotaholder managers: at least 2/3 while capital is not fully paid in; and
(b.2) more than half of the share capital after full payment.
Absolute majority of votes, excluding blank votes.
Release of management liability
Approval, without reservations, of the balance sheet and income statement releases management (and, if applicable, fiscal council members) from liability, except in cases of error, willful misconduct, or simulation.
Approval, without reservations, of the financial statements and accounts releases management and fiscal council members from liability, except in cases of error, willful misconduct, fraud, or simulation.
Despite its legal requirement, the approval of accounts is still often treated as a mere formality—or simply overlooked—by many Brazilian companies.
In this context, special attention should be given to family-owned businesses, particularly those in which new generations are entering either management roles or ownership positions. The meeting for approval of accounts should be viewed as a strategic opportunity for dialogue, especially with shareholders or quotaholders who are not directly involved in day-to-day management.
The approval of accounts helps reduce information asymmetries, clarify key decisions made throughout the fiscal year, and strengthen trust among stakeholders—particularly when they belong to different generations or family branches. In family-owned structures or companies with investor partners, alignment is essential to preserving corporate stability. It also serves as a privileged forum for presenting the budget and strategic guidelines for the current fiscal year, as well as consolidating the results of the previous one.
By adopting this more strategic perspective, companies move beyond treating the approval of accounts as a mere legal formality and instead use it as an effective tool for governance, planning, and alignment—creating space for dialogue and managing expectations among stakeholders who are not involved in management.
Thais Marzo
Partner
OAB/SP 307.699