Since the enactment of Law No. 11,638/2007, most companies have been required to observe the same rules applicable to Public Limited Companies, as set out in Law No. 6,404/76 (Law of Corporations), on bookkeeping and preparation of financial statements, in addition to the requirement for independent auditing by an auditor registered with the CVM (Securities and Exchange Commission).
Based on the aforementioned law, the Commercial Boards began to understand that large companies (limited and cooperatives) should also publish their respective Balance Sheets and Financial Statements.
The consequence of this is that large companies that do not publish Balance Sheets and
Demonstrators found it very difficult to register such documents with the Commercial Boards, even having to resort to the Judiciary.
Now, such difficulties must cease to exist.
This is because Circular Letter 4742/2022/ME presents a position that the Commercial Boards should not reject, nor require, the filing of corporate acts of large companies relating to their financial statements that have not been published, under the argument that, in such cases, publications in the Official Gazette and in newspapers with wide circulation are merely optional.
As a direct consequence of this, the Commercial Board of the State of São Paulo suspended JUCESP Resolution 01/2022, according to which companies and cooperatives considered, under Law No. 11,638/07, as “large-scale”, which earned, in the previous fiscal year, total assets exceeding R$240,000,000.00 or annual gross revenue exceeding R$300,000,000.00, should publish their financial statements.
Therefore, large companies should be exempt from the requirement for the Commercial Boards to publish their balance sheets and financial statements, and should only observe the accounting criteria required by the Corporations Law, as well as having an audit carried out by an auditor registered with the CVM.
