Provisional Measure 931 and the effects of COVID-19 (March 30, 2020)
Through MP Number 931, the President of the Republic relaxed the deadline established by the Brazilian Corporate Law 6,404 / 1976, which required companies and companies to hold the Annual General Meeting for approval of accounts by the last day of April of each year. Thus, by the MP:
“Art. 1st The corporation whose fiscal year ends between December 31, 2019 and March 31, 2020 may, exceptionally, hold the annual general meeting referred to in art. 132 of Law No. 6,404, of December 15, 1976, within seven months, counting from the end of its fiscal year. ”
This MP must still be considered by Congress, which must occur within 120 days of its publication, but, for all practical purposes, and in our understanding, it opens the possibility that the deadline for holding AGOs is actually postponed. for June 30 (if the Law is rejected in 60 days) or until the MP term, July 30.
MP 931 also states that
“§ 2º The terms of management or performance of the administrators, members of the fiscal council and statutory committees are extended until the ordinary general meeting is held under the terms of the caput or until the meeting of the board of directors occurs, as case.”
This will avoid the lack of an adequate mandate for statutory directors and board members.
The measure is applicable to private and public companies, state or private, Large Limited and Cooperatives.
Other very important MP devices are:
• Postponement of Acts – Until the Commercial Boards are closed, all corporate acts that expire in the period are automatically postponed until the Board is reopened and can review the filed acts. (from the beginning of the COVID-19 period, February 16, 2020 onwards).
• Remote Voting – the partners or shareholders of the companies will be able to vote at the Meetings remotely.
The measures above seem to be in line with the current situation and the logical consequence of the new reality imposed on all of us by COVID-19.