On April 7, 2015, the São Paulo Commercial Registry, JUCESP – Junta Comercial do Estado de São Paulo, published Resolution (Deliberação) no. 2/2015, requiring that large business companies and cooperatives publish their financial statements for the most recent year in a widely-circulated newspaper in the place where the company's or cooperative's registered office is located and in the Official State Gazette (Diário Oficial do Estado). The Resolution bases the requirement on Law 11.638/2007, which makes the provisions of the Brazilian Corporations Law (Law 6.404/76) on preparation and disclosure of financial statements applicable to "large companies", even if they are not corporations governed by the Corporations Law.
The Resolution also refers to the decision in proceeding no. 2008.61.00.030305-7, which was brought by the Brazilian Official Gazette Association, ABIO – Associação Brasileira de Imprensas Oficiais against the federal government at the time that Law 11.638/2007 was issued, in light of the Commercial Registries' position that the legislation does not expressly require that large companies publish their financial statements.
Judgment at first instance held that the federal government must require that large companies publish their financial statements in the official gazette, and must communicate that decision to the heads of all Commercial Registries, Public Prosecution Services, and Secretaries-General. The case is now before the appeal courts, but in the meantime judgment at first instance stands.
Following the lead taken by Commercial Registries in other states, JUCESP has now issued Resolution 2/2015, reviving debate over the issue, particularly given the short period of time for companies to comply with the Resolution.
The Resolution provides that the minutes of meeting at which large companies' financial statements were approved will not be registered unless the company presents proof of publication. The worry is that the Commercial Registry will also refuse to register all corporate acts and instruments until the financial statements are published, although the Resolution does not contain an express provision to that effect.
Many large companies are considering the possibility of turning to the courts to contest the obligations imposed by JUCESP Resolution 2/2015, on the grounds that Law 11.638/2007 does not expressly provide for publication of their financial statements
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