In the judgment of REsp 1.824.891, the STJ ruled that large-scale limited liability companies are not obligated to publish their financial statements in widely circulated newspapers.
According to Law 11.638/07, limited liability companies are considered “large-scale” if their total assets in the previous financial year exceed R$ 240,000,000.00 or if their gross annual revenue exceeds R$ 300,000,000.00.
The aforementioned law explicitly stated that the provisions related to joint-stock companies would apply to such entities.
Based on this, since 2007, many Commercial Registries have controversially demanded that such companies provide proof of the publication of their financial statements in widely circulated newspapers.
In the mentioned judgment, the STJ emphasized that the law did not introduce an EXPRESS obligation for these companies to publish their financial statements. The law only refers to the obligation to keep records and prepare financial statements, but the term “publication,” which was initially included in the bill, was intentionally and expressly excluded.
As a result, the controversy was definitively resolved. Large-scale limited liability companies are NOT REQUIRED to publish their financial statements, a ruling that applies nationwide.
Click here to access the full STJ ruling.
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