STJ removes publication from financial statements for limited companies

In March this year, the third class of the Superior Court of Justice decided, when the Special Appeal 1,824,891, that there is no need to publish financial statements by limited companies, there is no need.

Law 11.638/2007, responsible for considerable amendments to Law 6.404/1976 (law of corporations), established that the provisions of the law of corporations are applied to large companies, especially in what It concerns the bookkeeping and preparation of financial statements and the obligation of independent audit by an auditor duly registered with the Securities Commission, as expressly provided for in its art. 3rd:

"art. 3 They apply to large companies, even if not constituted in the form of stocks by action, the provisions of Law No. 6,404, of December 15, 1976, on bookkeeping and elaboration of financial statements and the obligation of independent audit by Auditor registered with the Securities Commission. ”

However, in view of the lack of explicit allusion regarding the obligation, or not, of publication of the financial statements in the Official Gazette and in a large circulation newspaper prior to the filing at the Board of Trade, the stir was taken to SCIVO OF STJ.

The Third Class, therefore, decided to exclude the alleged obligation of large companies publish their financial statements, since, from the analysis of art. 3 of Law 11.638/2007, there is no express mention of the word “publication”, but only to the bookkeeping and elaboration of the statements.

In this sense, the rapporteur minister also pointed out that the National Department of Business Registration and Integration (DREI) issued, on November 25, 2022, the Circular Office SEI No. 4742/2022/ME, guiding the Commercial Boards that the publication of financial statements by large limited companies, in an Official Gazette and other large newspapers, is merely optional, so that they should not be required, nor rejected, the filing proceedings of acts nor the acts corporate on the grounds of non -proof of these publications. In addition, it is important to highlight that the Civil Code itself does not expressly mention the obligation.

In March this year, the third class of the Superior Court of Justice decided, when the Special Appeal 1,824,891, that there is no need to publish financial statements by limited companies, there is no need.

Law 11.638/2007, responsible for considerable amendments to Law 6.404/1976 (law of corporations), established that the provisions of the law of corporations are applied to large companies, especially in what It concerns the bookkeeping and preparation of financial statements and the obligation of independent audit by an auditor duly registered with the Securities Commission, as expressly provided for in its art. 3rd:

"art. 3 They apply to large companies, even if not constituted in the form of stocks by action, the provisions of Law No. 6,404, of December 15, 1976, on bookkeeping and elaboration of financial statements and the obligation of independent audit by Auditor registered with the Securities Commission. ”

However, in view of the lack of explicit allusion regarding the obligation, or not, of publication of the financial statements in the Official Gazette and in a large circulation newspaper prior to the filing at the Board of Trade, the stir was taken to SCIVO OF STJ.

The Third Class, therefore, decided to exclude the alleged obligation of large companies publish their financial statements, since, from the analysis of art. 3 of Law 11.638/2007, there is no express mention of the word “publication”, but only to the bookkeeping and elaboration of the statements.

In this sense, the rapporteur minister also pointed out that the National Department of Business Registration and Integration (DREI) issued, on November 25, 2022, the Circular Office SEI No. 4742/2022/ME, guiding the Commercial Boards that the publication of financial statements by large limited companies, in an Official Gazette and other large newspapers, is merely optional, so that they should not be required, nor rejected, the filing proceedings of acts nor the acts corporate on the grounds of non -proof of these publications. In addition, it is important to highlight that the Civil Code itself does not expressly mention the obligation.