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On March 30, 2020, the federal government published the Provisional Measure (“Medida Provisória”) nº 931/20 enacting some new rules on the above matter through amendments to the Civil Code, the Corporation law, the regulation of cooperatives among other Brazilian laws.

In view of the business activity’s slowdown and the forced self-isolation caused by Covid19’s crisis, the government decided to allow Brazilian corporations (“sociedades anônimas”) and limited liability companies (“sociedades limitadas”) to postpone their annual shareholders general meetings seeking the approval of 2019’s financials. In many cases (ie, when the company’s fiscal year ended in December 31, 2019), this annual general meeting was supposed to take place until the end of April 2020.

In this sense, the new rule – that is enforceable immediately – introduced some extraordinary provisions that may be summarized below.

1. For Brazilian corporations (“Sociedades Anônimas”) – including listed corporations – whose fiscal year ended from December 31, 2019 to March 31, 2020

• Exceptionally, the Shareholders General Meeting for the approval of the annual financials (and other matters) may be held within 7 months counted from the end of their respective fiscal year (instead of 4 months).
• The terms of office of the statutory officers or Board members whose mandate is about to expire is extended until the date of the postponed Shareholders General Meeting or when it is the case, the Board of Directors’ meeting.
• Except in a case where the bylaws expressly provide otherwise, the Board of Director may decide on urgent matters normally restricted to the Shareholders General Meeting’s approval, being these decisions subject to confirmation via referendum.
• Until a Shareholders General Meeting is held, the Board of Directors or the Board of Officers may decide to have dividends paid, even if the respective company’s bylaw states otherwise.
• The regulatory deadlines imposed by the Brazilian SEC (“CVM”) may be postponed. Note that on March 31, 2020, CVM published Ruling (“Deliberação”) CVM 849 on this matter.

2. Limited liability companies (“sociedades limitadas”) whose fiscal year ended from December 31, 2019 to March 31, 2020:

• Exceptionally, the Quotaholders General Meeting for the approval of the annual financials may be held within 7 months counted from the end of their respective fiscal year.
• The terms of office of the statutory officers or Board members whose mandate is about to expire is extended until the date of the postponed Quotaholders General Meeting.

3. Limited liability companies (“sociedades limitadas”) whose fiscal

4. Other provisions:

• The new rule also contemplates the deadlines to file documents for registration with the Commercial Registries (“Juntas Comerciais”) who are only realizing a part of their document registration duties.
• It also allowed the possibility to have shareholders and quotaholders voting remotely in digital shareholders or quotaholders meetings.

Provisional Measure nº 931/20 is enforceable immediately but to be converted definitively into law, it must be approved by the Brazilian Congress within 90 days counted from March 30, 2020.