A recent ruling by the Fourth Panel of the Superior Court of Justice (STJ) has brought significant relief to large limited liability companies. The court confirmed that Commercial Registries may not require the prior publication of balance sheets and financial statements in official or widely circulated newspapers as a condition for filing corporate acts, such as minutes of meetings and amendments to articles of association.
What prompted the decision?
The dispute concerned the interpretation of Law No. 11,638/07. Some Commercial Registries, such as Jucesp (São Paulo), required large companies to comply with the same level of rigor imposed on Corporations (S/A), obliging them to publish their financial information before registering any document.
However, the STJ held that:
- The law is clear: it requires large limited liability companies to follow the rules applicable to corporations only with respect to bookkeeping, preparation of financial statements, and auditing, while intentionally omitting any duty to publish such information.fortes+1
- Principle of legality: administrative bodies (such as Commercial Registries) may not create obligations that are not expressly provided for by law.legale
- Strategy and confidentiality: the public disclosure of accounting data may expose market strategies, and such disclosure should only occur where there is a specific legal mandate.
What are the practical impacts for companies?
This ruling represents an important victory for the business environment for the following reasons:
- Cost reduction: publishing financial statements in widely circulated newspapers and in the Official Gazette entails significant expenses for organizations.
- Less bureaucracy: the process of filing documents with Commercial Registries becomes more streamlined, without the obstacle of having to prove prior publications.
- Privacy of information: it preserves strategic data that would otherwise be accessible to competitors.
Although the STJ’s decision sets an important precedent, compliance with this rule by Commercial Registries may require specialized legal support to ensure that companies’ rights are upheld and that corporate acts are registered without abusive requirements.
We are available to advise limited liability companies on the most appropriate strategy for filing their corporate documents and ensuring compliance with current accounting regulations.