Law 13,792/2019 (gazetted on 3 January 2019) was one of the first Bills signed into Law by President Bolsonaro. The Law amends the Civil Code.
Now if a director (administrador) of a Brazilian limited liability partnership (sociedade limitada) is also a shareholder (sócio) of the limitada, then the administrador will be able to be removed by a resolution of members holding merely more than 50% of the shares (prior to this change, a two third majority was required).
The resolution must be passed in a meeting held specifically for that purpose. The rule will apply unless the limitada’s articles of association (contrato social) or a shareholders’ agreement provide otherwise.
Another change was in relation to the need for holding a formal meeting
in two-shareholder limitadas for the purposes of excluding a shareholder that “puts at risk the continuity of the company in acts of undeniable gravity”.
If exclusion for just cause is expressly provided in the entity’s articles of association (contrato social) then a formal meeting will no longer required and the majority shareholder can exclude the minority shareholder by simply filing a change in the Companies Registry (Board of Trade or Junta Comercial) where the limitada is registered.
Last modified: January 21, 2019