On March 23, 2023, during judgement of Proceeding No. 1824891/RJ, the Brazilian Superior Court of Justice (“STJ“) defined that large-sized companies are not obliged to publish their financial statements, as required by the Board of Trade of Rio de Janeiro (“JUCERJA“) – and is still required by several state board of trades.

According to JUCERJA’ Statement No. 39/2011, in interpretation art. 3 of Federal Law 11.638, partners’ meeting or assembly of a large-sized limited liability companies that approves its financial statements must be accompanied by proof of its prior publication in the official press and in wide circulation periodicals for registration purposes.

In a historical analysis of the rule, the STJ concluded that, at the time the bill that gave rise to Law 11.638 was under discussion, there was intense debate about the mandatory publishing of financial statements. However, the legislator decided be intentionally silence, in order to exclude the obligation of large-sized companies to publish their financial statements.

In addition, the STJ pointed out that the National Department of Business Registration and Integration (“DREI“) has also assessed the matter, by means of circular letter SEI No. 4742/2022/ME. In this circular letter, DREI reinforced that publication of large-sized limited liability companies’ financial statement is merely optional.

In short, the STJ precedent is paradigmatic, since it reaffirms the incompetence of state board trades to create obligations not set forth in law and settles a long-standing controversy.  Thus, it is expected that the issue becomes standardized nationwide, with the limitation of access to financial statements only to limited liability companies’ partners, ensuring greater legal certainty and competitive isonomy among companies in the same business sector.