In a recent decision that is important for companies in general, the Plenary of the Federal Supreme Court (STF) unanimously validated the rule that exempts corporations from the obligation to publish their acts and financial statements in the official gazette.
In a unanimous decision taken on June 28, the Plenary of the Federal Supreme Court (STF) validated a rule that exempts corporations from the obligation to publish their acts and financial statements in the Official Gazette of the Union or of their state.
The issue was a Direct Action for Declaration of Unconstitutionality (ADI), in which the constitutionality of art. 1 of Law 13,818, of April 24, 2019, which amended article 289 of the Corporations Law to provide for the publicity of the corporate acts of Corporations, exempting them from publishing their acts and financial statements in the official gazette, was discussed, since it now requires the disclosure of information only in a newspaper of wide circulation published in the place where the company’s headquarters are located, in physical and electronic format.
It is important to remember that this information will be published simultaneously in full in the printed newspaper and on the newspaper’s website. However, in order to avoid the risk of data being lost, the vehicle must provide digital certification of the authenticity of the documents kept on its own page, issued by a certifying authority accredited under the Brazilian Public Key Infrastructure (ICP-Brasil).
Considering the unanimous votes of the Federal Supreme Court’s Plenary, what is at issue in this ADI is the “form” in which these acts would be published.
In this regard, the question is: is it unconstitutional to waive publication of corporate acts in the official press? The answer is no.
Companies can therefore eliminate the costs involved in publishing their acts and financial statements in the official gazette, significantly reducing their expenses.
