Securities and Exchange Commission Resolution 166(CVM), which governs the publications required by the Brazilian Corporations Law for smaller publicly-traded companies (those with annual gross revenues of less than R$500 million, based on the financial statements for the last fiscal year), will enter into effect on October 3, 2022. Until then, smaller publicly-traded companies were subject to the same publication rules as larger publicly-traded companies.
The new CVM resolution allows smaller publicly-traded companies to carry out, through the Companies.NET and Funds.NET,the publications required by the Brazilian Corporations Law or provided for in the regulations issued by the CVM.
These information submission tools are able to record the time when the information was disclosed and ensure the inalterability of its content and source. This assures the external public that the information published comes directly from the company. The publications will be considered made on the date the documents are disclosed in the systems by the companies.
When the publications are made by third parties without access to the systems, such as, for example, in the case of article 258 of the Brazilian Corporations Law (publication of tender offer by the offeror, in the case of public offerings to acquire control of a publicly-held company), the third party may send the document to the company, which must then disclose it through the Empresas.NET and Fundos.NET systems .
The publication of documents via the Empresas.NET and Fundos.NET systems does not imply an analysis of the merits or agreement with their content on the part of the CVM or any organized market entity.
Regarding the issue of publications mandated by the Brazilian Corporations Law, it is worth remembering the recent changes put into place by Law 13,818/19 (which amended the Brazilian Corporations Law to provide for mandatory publications) and the Legal Framework for Startups (Complementary Law 182/21):
- The most relevant change is the end of the obligation for companies to publish in the official press outlets of the Federal Government, the states, or the Federal District. According to the new wording of article 289 of the Brazilian Corporations Law,, as amended by Law 13,818/19, the publications must be made in a “newspaper of wide circulation published in the locality in which the company's headquarters is located, in a summary form and with simultaneous disclosure of full copies of documents on the same newspaper page on the Internet, which shall provide digital certification of the authenticity of the documents kept on a separate page issued by an accredited certification authority under the Brazilian Public Key Infrastructure (ICP-Brasil)."
- Regarding publications that involve financial statements, the new wording of article 289 of the Brazilian Corporations Law, amended by Law 13,818/19, provides that publication in summarized form must contain, at least, "in comparison with the data of the previous fiscal year, global information or values related to each group and the respective classification of accounts or records, as well as extracts of the relevant information contemplated in the explanatory notes and in the opinions of the independent auditors and the audit committee, if any.
The following table summarizes the publication arrangements currently in effect.
|
Print publication |
Electronic disclosure |
|
|
Closed-end companies in general (article 289 LSA) |
Only in a large circulation newspaper, in summarized form. |
On the website of the same newspaper, in full. |
|
Smaller closely-held companies (article 294 LSA) |
Closely-held companies with annual gross revenues of up to R$78 million are no longer required to print publications. |
In SPED and on the company's website. |
|
Publicly-traded companies in general (article 289 LSA) |
Only in a large circulation newspaper, in summarized form. |
On the website of the same newspaper, in full. |
|
Smaller publicly-traded companies (articles 294-A and 294-B of the LSA) |
Publicly-traded companies with annual gross revenues of up to R$500 million are no longer required to print publications. |
Publicly-traded companies with annual gross revenue of up to R$ 500 million can make their publications on the systems Empresas.NET and Fundos.NET |
