According to Article 1,078 of the Brazilian Civil Code (Law No. 10,406/2002) and to Article 132 of the Brazilian Corporate Law (Law No. 6,404/1976), Brazilian limited liability companies and corporations must hold, every year, an Annual General Quotaholders’ Meeting and an Annual General Shareholders’ Meeting, respectively, within 04 (four) months after the end of the preceding fiscal year, in order to deliberate about the:
The minutes of the Annual General Quotaholders’ Meeting or Annual General Shareholders’ Meeting of the company must be further (a) registered with the Commercial Registry of the location of its head offices in order to be effective against third parties, and (b) registered in the Minutes of Quotaholders’/Shareholders’ Meeting Book of the company, as provided for by law.
In addition, the approval of the accounts, balance sheets and economic financial statements by the quotaholders/shareholders exempts the liability of the members of the management of the company towards the quotaholders/shareholders in relation to such accounts. Individuals that are both officers and quotaholders/shareholders of the company are legally required to abstain themselves from voting such balance sheets and economic financial statements.