For a corporation (S.A.) whose fiscal year matches the calendar year, the ordinary meeting reviewing 2025 had to be held within the first four months of 2026. Compliance is not merely signing minutes: it requires preparing financial information, calling the meeting correctly, verifying quorum and keeping evidence of each decision. This guide offers a general operating framework for organizing the corporate file; it does not replace the analysis of the bylaws or the advice applicable to each company.
The legal deadline and the minimum agenda
The General Law of Commercial Companies provides that the ordinary meeting of an S.A. must be held at least once a year, within the four months following the close of the fiscal year. If the close was December 31, 2025, the ordinary deadline ended on April 30, 2026. The meeting must discuss, approve or amend the management report, consider the statutory auditor's report and, where applicable, appoint directors or statutory auditors and set their compensation. It is also advisable to include the allocation of profit, the legal reserve and any specific instruction. This meeting must not be confused with an extraordinary meeting, reserved for amendments to the bylaws and other special matters.
Notice of meeting and prior information
Before calling the meeting, the bylaws must be reviewed: who may call it, the deadline, the medium, the rules on representation and quorum. For an S.A., the general notice is published in the electronic system of the Ministry of the Economy with the notice period set in the bylaws or, failing that, fifteen days in advance. During that period the annual report required by law must be available, comprising the course of the business, accounting policies, financial statements, changes in equity, notes and the statutory auditor's report. The agenda must describe the matters clearly. If all shares are represented, the law provides an exception to certain defects in the notice, but documenting unanimity remains essential to reduce disputes.
Minutes, remote participation and closing the file
The bylaws may allow in-person, hybrid or fully remote meetings, provided the mechanism enables functionally equivalent participation and leaves evidence of identity, attendance, deliberation and voting. The minutes must record the date, attendees, shares represented, quorum, resolutions and voting results. They are signed, by hand or electronically, by the chair, the person acting as secretary and the statutory auditors present; the notice records are also attached. Ordinary minutes are entered in the corporate book. If they cannot be recorded there, they must be notarized. Extraordinary minutes are, in addition, notarized and registered in the Public Registry of Commerce. Closing includes updating books, powers of attorney, registrations and the persons responsible for executing each resolution.
Key points
- An S.A. with a December 31 close had to hold its ordinary annual meeting no later than April 30, 2026.
- The annual report and the statutory auditor's report must be available to shareholders at least fifteen days before the meeting.
- Remote participation requires support in the bylaws and verifiable evidence of identity, attendance and voting.
- The minutes do not end the process: the resolutions must be executed and the related books and registers updated.
What to review
- Compare the 2026 minutes against the bylaws, the notice, the attendance list and the financial report.
- Create a matrix of resolutions with an owner, target date and evidence of completion.
- Regularize, with specific advice, any meeting that was omitted, late or incompletely documented.