Your attention is drawn to the recent requirement applicable to large companies of any corporate type to publish their annual financial statements. The deadline for approving the financial statements is 4 months from the end of the fiscal year, which, for many companies, means April 30 of the relevant year.
This understanding is based on Resolution No. 2 of the Commercial Registry of the State of São Paulo passed on March 25, 2015 (“JUCESP Resolution No. 2”), which contemplates an obligation on large companies and cooperatives to publish their financial statements in the Official State Gazette and a newspaper of wide circulation and to register these publications and the corporate document that approves them.
Failure to comply with these requirements may result in the applicable corporate document not being accepted for filing. Therefore, from April 7, 2015, the minutes approving the annual balance sheet and financial statements of any company, can only be filed with the Commercial Registry of São Paulo, if: (i) they attach the publication in the newspapers; or (ii) they attach a declaration signed by the officer and the accountant to the extent that the company in question is not considered a large company.
Note that the Law 11,638/2007 extended to large companies of any corporate type provisions related to bookkeeping and preparation of financial statements formerly applied only to corporations. However, this rule is unclear as to whether such obligation includes the requirement to publish the financial statements.
JUCESP Resolution No. 2 takes into consideration the judgment enter in process No. 2008.61.00.030305-7, which ordered compliance with Law 6,404/1976, as amended by Law 11,638/2007, in relation to the obligation to publish the annual financial statements of all large companies and cooperatives.