Bill provides for reduction of quorum in Limitadas

Bill No. 1,212/2022 was approved by the Senate and sent for presidential sanction, which, if enacted, will mark yet another change in the country’s corporate legislation.

The text aims to amend the Brazilian Civil Code in order to make the deliberation quorums in limited liability companies more flexible for approving the appointment of non-partner administrators, modification of the articles of incorporation, incorporation, merger and dissolution of the company, as well as the cessation of the state of liquidation.

It is worth paying attention to the possible need to review the social contracts and partner agreements to verify the need for adaptation in view of changes in the approval quorums.

Below, the main changes foreseen in the Bill:

Art. 1,061
Appointment of non-partner managers

At the moment

It depends on the unanimous approval of the partners, while the share capital is not paid in, and at least 2/3 (two thirds), after its payment.

After sanctioning the PL

Provides that the appointment of non-partner managers will depend on the approval of at least 2/3 (two thirds) of the partners, while the share capital is not paid in, and on the approval of holders of shares corresponding to more than half of the share capital, after its completion.

Art. 1,076
Change of quorum for approval of amendments to the articles of incorporation, incorporation, merger or dissolution of a company, as well as the cessation of the state of liquidation

At the moment

The current wording of item I of art. 1.076 provides that the resolutions of the partners will be taken by votes corresponding to, at least, 3/4 (three quarters) of the share capital, in the cases provided for in items V and VI of art. 1,071.

After sanctioning the PL

Repeals item I of the caput of art. 1.076 and amends item II of the same article to include the hypotheses contained in items V and VI of art. 1,071, so that, for the approval of amendments to the articles of incorporation, operations of incorporation, merger and dissolution of the company or, even, the cessation of the state of liquidation, votes are now required from holders of shares corresponding to more than half of the share capital.