Due to the publication of Law 14,451/2022, some resolution quorums provided for in articles 1,061 and 1,076 of the Brazilian Civil Code for limited liability companies (LTDA) were changed.
A) Change in the quorum for modification of the articles of association, and in cases of merger, incorporation and dissolution of the company LTDA
The first quorum change that we highlight, and the most important, concerns the modification of the social contract. Now, such a decision passes through the scrutiny only of the partners who represent the simple majority of the company's share capital. And in the case of incorporation, merger, dissolution of the company or assignment of its liquidation status, in the same sense, it depends on the decision of the majority of the company's partners. Before the change, a quorum of partners representing 75% of the share capital was required.
B) Change of quorum for appointment of non-partner manager
Another change was in the quorum for the appointment of a non-partner administrator who will now depend on the approval of:
- at least 2/3 of the partners in the case where the share capital of LTDA is not paid in; and
- the simple majority after the payment of the share capital by the partners.
Prior to the change, the appointment of a director passed through the largest quorum, since it would be by the unanimity of the partners in the face of unpaid capital, and 2/3, in cases of paid-in capital.
The idea behind the changes would be to make LTDA less bureaucratic, and speed up the designation of a non-partner administrator at Ltda.
The changes take effect 30 (thirty) days after the publication of the new law.
Our team is available to provide any further clarifications that may be necessary.