Brazil: Law 14,451 approves the reduction of the approval quorums for corporate resolutions of limited liability companies


Law 14,451 was published on September 22, 2022 amending the Chapter of limited liability company of the Brazilian Civil Code to reduce the approval quorum of limited liability companies for certain corporate resolutions.

According to the law, the approval of the following resolutions: 1) amendment to the articles of association; 2) incorporation, merger, or dissolution of the company; and 3) termination of liquidation, which prior to the law, required the minimum quorum of three quarters of the capital stock for its approval, will now be approved by  simple majority quorum.

The law also reduced the quorum for the appointment of non-quotaholders directors. Such designation, if approved before the share capital has been fully paid-up, will require an approval quorum of 2/3 (two thirds) of the quotaholders and, if decided after the capital has been fully paid-up, will be approved by simple majority.

Law 14,451 of 2022 enters into force on October 22, 2022. After such date, the companies that wish to reduce its approval quoruns pursuant to the law may amend it articles of association.

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