MBG Advogados

Law 14,451 and the reduction of the legal quorum in limited liability companies

Law 14,451/22 and the reduction of the legal quorum for approval of corporate matters in limited liability companies.

Over the last 20 years, the provisions of the Civil Code that deal with companies have undergone changes that, increasingly, seek to sophisticate and simplify the subject. The last change, carried out through the enactment of Law No. 14,451/22, on the last day 09/22/2022, reduced the legal quorum of matters that required 3/4 of the share capital to an absolute majority of the capital.

In theory, even maintaining the quorum of 3/4 of the share capital for installation of a shareholders’ meeting, on first call, we can note that the concept of control of limited liability companies is increasingly approaching the concept provided for in paragraph “a” of Art. 116 of the Corporate Law (Law No. 6,404/76), that is, the majority of votes represented by 50% plus one share.

In practice, with the entry into force of Law 14,451/22, 30 days after its publication, decisions on: (a) modification of the articles of association are now subject, by law, to the resolution of the absolute majority; and (b) incorporation, merger and dissolution of the company, or the cessation of the state of liquidation. Previously, approval of three-quarters of the capital was required in these cases.

Additionally, the designation of non-partner directors now requires the approval of two thirds of the partners, while the share capital is still pending payment, and, after its payment, of more than half of the share capital. Before the new Law, the Civil Code established the need for unanimous approval of the partners while the capital was not paid in, and at least two thirds of the partners after its payment.

As a result of this and other recent modifications and updates, it is becoming increasingly important for partners to align themselves when preparing and revising their articles of incorporation and partner agreements.