On September 21, 2022, Law No. 14,451/2022 was sanctioned, amending articles 1,061 and 1,076 of Law No. 10,406, dated of January 10, 2002 (“Brazilian Civil Code”), in order to modify some resolution quorums applicable to limited liability companies. The new rule will come into force as of October 22, 2022.

For easy reference, find below the main changes introduced by Law No. 14,451/2022:

• Art. 1.061 – 1st part
  Appointment of non-partner directors prior to the full payment of company’s capital stock.
  Before Law No. 14,451/2022: It was required company’s quotaholders unanimous approval.
  After Law No. 14,451/2022: It will be required the approval of at least 2/3 of company’s quotaholders.
• Art. 1.061 – 2nd part
  Appointment of non-partner directors after the complete payment of company’s capital stock.
  Before Law No. 14,451/2022: It was required the approval of at least 2/3 of company’s quotaholders.
  After Law No. 14,451/2022: It will be required the approval of more than half of company’s quotaholders.
• Art. 1.076
  Practice of the following acts: (i) amendment of the articles of association; and (ii) acquisition, merger and dissolution of the company, or termination of the liquidation state.
  Before Law No. 14,451/2022: It was required the approval of at least 3/4 of company’s quotaholders.
  After Law No. 14,451/2022: It will be required the approval of more than half of company’s quotaholders.

In general, amendments proposed by Law No. 14,451/2022 seek to privilege resolutions taken by the majority of quotaholders, to the detriment legal qualified quorums that were previously established in the Brazilian Civil Code. Such changes allow greater flexibility in the limited liability companies’ structure and management, including with respect to the development of corporate governance parameters that best fit the specificities of each company.