Required alignment with distributions resolved by December 31, 2025, for the purposes of Law No. 15,270/2025
The annual approval of management accounts is a requirement established under Brazilian corporate legislation (Article 1,078 of the Brazilian Civil Code and Article 132 of the Brazilian Corporation Law) and must be observed by both limited liability companies and corporations. Although often treated as a mere formality, this resolution plays a central role in corporate governance and risk mitigation for shareholders and managers.
The regular approval of accounts not only fulfills a legal obligation but also produces relevant legal effects. Approval without reservations may imply release of the managers from liability for the management acts performed during the reviewed fiscal year, except in cases involving error, misconduct, fraud, or simulation. Conversely, failure to formalize this approval may create legal uncertainty, weaken the position of managers in potential corporate disputes, and complicate audits, corporate reorganizations, or investment and M&A transactions.
In the current fiscal year, the timely holding of the Shareholders’ Meeting or Quotaholders’ Meeting (ARS) and the Annual General Meeting (AGO) takes on additional importance from a tax perspective. Any profit distributions resolved by December 31, 2025, for the purposes of Law No. 15,270/2025—which established tax rates on dividends received by individuals and non-residents—must be properly reflected in the financial statements and aligned with the formal resolution approving the accounts and allocating results.
Consistency between corporate resolutions and accounting records is essential to mitigate tax risks, particularly in scenarios involving tax audits or questions regarding the nature and regularity of the distributions made. Proper documentation and strict compliance with corporate formalities strengthen the legal certainty of the transaction, also from a tax standpoint.
Considering that most companies close their fiscal year on December 31, the legal deadline for deliberation generally expires at the end of April. Adopting an organized corporate calendar and preparing the necessary documentation in advance are measures that reduce risks and ensure greater predictability in corporate management.
Our team remains available to assist with the conduct of corporate resolutions, ensuring proper compliance with legal obligations and legal certainty for companies and their managers.