Published on the Official Gazette of the Federal Executive on March 30, 2020, Provisional Measure No. 931 (“MP 931/20”) instituted exceptional measures for the rules applicable to limited liability companies – sociedades limitadas – and corporations – sociedades anônimas – due to the COVID-19 pandemic.

Such measures instituted by MP 931/20 are in line with measures previously taken by regulatory agencies, such as SUSEP (and its Electronic Circular Letter No. 2), which extended the deadline for holding annual meetings of regulated entities.

Regarding the measures instituted by MP 931/20, we highlight:

• For the year of 2020, limited liability companies and corporations may hold their respective annual meetings within a period of up to 7 (seven) months after the end of their fiscal year, and any contractual provisions that require the holding of annual meetings in a period shorter than the one instituted by the MP 931/20 will be considered without effect for the year of 2020;
• Until the annual meeting of 2020, the board of directors, if installed, or the board of officers of a corporation may declare dividends, which must be later ratified at the annual meeting of 2020;
• Extension of the term of office of the administrators, members of the fiscal council or statutory committees until the annual meeting, in the case of corporations, the meeting of the board of directors convened for such purposes; and
• Limited liability companies and corporations may adopt remote voting mechanisms at their respective meetings, according to regulations to be issued by the Ministry of Economy.

Lastly, MP 931/20 changed the operation of Boards of Trade, namely:

• For acts subject to filing signed as from February 16, 2020, the legal term of 30 (thirty) days will only be counted from the reestablishment of the regular operation of the responsible Board of Trade responsible for filing of said act; and
• b) The requirement for prior filing of an act for the issuance of securities and for other legal transactions is suspended as of March 1, 2020.

If you have any questions or need more information and clarifications, please contact us:

Jarbas Velloso                Marcel Kim Dib

jv@zancan.com.br         mkd@zancan.com.br