Quorum in Brazilian limitadas: the statute changed in 2022, the articles of association may not have

Law No. 14,451/2022 reduced the quorum for amending the articles of association, and for mergers, spin-offs and dissolution, in a Brazilian limited liability company (sociedade limitada) from three quarters to more than half of the capital. The effect was to remove the veto held by a quotaholder with slightly more than twenty-five per cent. For companies incorporated before the statute took effect, however, the answer may be different, and it depends on what the articles of association say.

What changed

The statute amended articles 1,061 and 1,076 of the Civil Code. Resolutions that previously required three quarters now require more than half of the capital, including amendments to the articles of association and corporate reorganisations. The quorum for appointing a non-quotaholder as manager was also reduced: more than half of the capital once the capital is fully paid in, and two thirds of the quotaholders while it is not.

One distinction is frequently missed and is worth stating plainly: the test is more than half of the capital, not a majority of those present at the meeting. A holder of fifty per cent plus one quota decides. A holder of exactly half does not.

Companies incorporated before October 2022

The statute was published on September 22, 2022 and took effect thirty days later. Articles of association drafted before that date commonly reproduce the statutory quorum in full, providing that amendments require quotaholders representing three quarters of the capital. Where the clause is express in those terms, the prevailing view is that it prevails over the new statutory default, because the quorum has become a negotiated term rather than a copy of the statute.

The point has already been litigated administratively, and the path is worth knowing. A state commercial registry annulled the filing of an amendment approved under the new statutory majority, upholding the three quarters clause. The National Department of Business Registration and Integration (DREI) reversed that decision, holding that the new statute overrides the earlier clause. In 2025, on hierarchical appeal, the National Secretariat for Micro and Small Enterprises reversed the DREI and held that a contractual clause setting a qualified quorum must be respected.

The currently prevailing solution therefore supports the express clause, but it was reached against the position of the federal registry authority itself. Anyone relying on it should know that the path was not a straight line.

The difficulty arises with ambiguous drafting, where the articles refer to the statute without stating a figure, or cite the article of the Civil Code by number. In those cases, determining which quorum applies today is a matter of interpretation, and the answer shifts the balance of power among the quotaholders.

Why to check this before a dispute arises

A quotaholder who acquired more than twenty-five per cent may have made that investment counting on the ability to block structural changes. If the articles did not protect that position with an express clause, it disappeared in 2022, without anyone signing anything. And a quotaholder now holding more than half of the capital may have acquired, without noticing, the ability to amend the articles alone.

There is a second-order effect worth noting. The exclusion of a quotaholder for cause without court proceedings depends on an express provision in the articles of association, under article 1,085 of the Civil Code. With the amendment quorum reduced, a majority that previously could not insert that provision may now be able to do so.

Practical steps

• Read the quorum clause in the articles of association and check whether it states a figure or merely refers to the statute.
• Check whether the quotaholders' agreement, if there is one, repeats the former quorum. A misalignment between the agreement and the articles produces deadlock at precisely the moment a decision is required.
• Decide, deliberately, whether the statutory change is welcome. For some quotaholders it makes decisions easier; for others it removes the only protection they had.

Frequently asked questions

What quorum applies today to amend the articles of association of a limitada?

More than half of the capital, unless the articles of association set a higher quorum.

Our articles date from 2015 and state three quarters. Do they still apply?

The prevailing view is that an express clause prevails. The doubtful case is the one where the articles merely refer to the statute without stating the figure.

How can the doubt be removed?

By amending the articles of association to state, expressly, the quorum the quotaholders want. That now requires only more than half of the capital.

Still unsettled

The prevalence of an express contractual clause over the new statutory quorum is the prevailing administrative view, but ambiguous drafting is still treated inconsistently, and the question has not been finally decided by the courts. Until it settles, the cheapest way to resolve the doubt is to fix the quorum in the articles.