__The March and April edition│2025 of our Newsletter has the following highlights:
– CVM releases 2025 Annual Circular Letter SEP with general guidelines on procedures to be observed by publicly held companies
– Managing partners of limited liability companies are being notified of irregular business closures
_ CVM releases 2025 Annual Circular Letter SEP with general guidelines on procedures to be observed by publicly held companies
On February 27, 2025, the Brazilian Securities and Exchange Commission (“CVM”) issued the 2025 Annual Circular Letter CVM/SEP, aimed at updating general guidelines on procedures to be observed by publicly held companies (“Annual Circular Letter”).
As customary, the Annual Circular Letter consolidates the main obligations of publicly held companies, reflects regulatory changes, and highlights important decisions of the CVM Board.
This year, the main updates in the Annual Circular Letter relate to the following topics:
(i) Guidelines for Shareholders’ Meetings
The Annual Circular Letter provides guidance on the new remote voting rules amended by CVM Resolution No. 204/2024, as well as updated clarifications regarding the Call Notice, Management Proposal, resolutions, and shareholder representation.
(ii) Accounting Pronouncement OCPC 10
The Annual Circular Letter also introduces new aspects related to sustainability, specifically regarding the entry into force of CVM Resolution No. 223/24.
(iii) Disclosure of Related-Party Transactions
The Annual Circular Letter includes additional guidance on the disclosure of related-party transactions carried out in the previous fiscal year.
(iv) Completion of the Reference Form
As in previous years, the Annual Circular Letter provides instructions on completing the Reference Form. The CVM highlighted key points of attention, particularly regarding the adoption of ESG practices and relevant information on executive compensation in case of any changes to the compensation policy or structure that may impact on the same fiscal year.
With the Annual Circular Letter, the CVM reinforces its commitment to investor protection and the integrity of the capital markets. The Annual Circular Letter is available at the following link: https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-anual-sep-2025.html
_ Managing partners of limited liability companies are being notified of irregular business closures1
The Office of the Attorney General of the National Treasury (“PGFN”) is expanding its interpretation of what constitutes the irregular dissolution of companies. This change is based on PGFN Ordinance No. 1,160/2024, published in July 2024.
The regulation modernized the Administrative Procedures for Recognition of Liability (“PARR”) and broadened the applicable scenarios, resulting in an increased number of business dissolutions being classified as “irregular.” According to the PGFN, PARRs are measures designed to enhance the efficiency of public debt recovery without burdening the judiciary.
For companies and their managers, however, the consequence of these updates has been a rise in PARR proceedings against managing partners of limited liability companies that have recently undergone corporate dissolution, as well as their inclusion in the Union’s outstanding debt register. The use of an expanded concept to justify the initiation of PARRs has raised concerns, particularly considering the principle of strict legality enshrined in Article 150 of the Federal Constitution. Additionally, the imposition of joint liability and succession has been carried out ex officio, without adherence to the principle of the Natural Judge (responsible for enforcement), due process, and statutory limitation periods.
Despite the illegality of the measures adopted by the PGFN, it is worth noting that in the event of a notification regarding joint liability for irregular dissolution or a protest following inclusion in the outstanding debt register, the partners’ defense may be pursued through a request for review of registered debt (“PRDI”), as provided for in PGFN Ordinance No. 33/2018, without prejudice to any legal actions that the founding partner may initiate in court.
1 Written in collaboration with Pedro Oliveira Roquim, partner at Oliveira Roquim Sociedade de Advogados.
