Rule · CVM · 19 Jan 2000
Publicly held companies must install a non-permanent Fiscal Council upon request by shareholders holding minimum share percentages defined in the instruction’s scale. Failure to comply constitutes a serious offense under § 3 of art. 11 of Law No. 6,385 of December 7, 1976. This instruction entered into force on the date of its publication in the Official Gazette of the Union.
Establishes a scale reducing, based on social capital, the minimum percentages of shareholding necessary to request the installation of a Fiscal Council of a publicly held company, as provided for in § 2 of art. 161 of Law No. 6,404, of December 15, 1976.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on January 14, 2000, and based on the provisions of arts. 8, item I, and 22, § 1, item VIII, of Law No. 6,385, of December 7, 1976, and art. 291, caput, of Law No. 6,404, of December 15, 1976, HAS RESOLVED TO ISSUE THE FOLLOWING INSTRUCTION:
Art. 1 Through this Instruction, the CVM, using competence expressly provided for and seeking to guarantee the effectiveness of protection for minority shareholders, including with regard to companies with high social capital value, reduces the minimum percentages of shareholding necessary to request the installation of a Fiscal Council of a publicly held company (ten percent of the shares with voting rights and five percent of the shares without voting rights).
Art. 2 The Fiscal Council of non-permanent operation of publicly held companies shall be installed by the general assembly, at the request of shareholders representing, at minimum, the percentages of shares contained in the following scale:
| Social Capital of the publicly held company | % of Shares with voting rights | % of Shares without voting rights |
|---|---|---|
| Up to R$ 50,000,000.00 | 8% | 4% |
| Between R$ 50,000,000.00 and R$ 100,000,000.00 | 6% | 3% |
| Between R$ 100,000,000.00 and R$ 150,000,000.00 | 4% | 2% |
| Above R$ 150,000,000.00 | 2% | 1% |
Art. 3 Non-compliance with the provisions of this Instruction constitutes a serious offense, for the purposes of the provisions of § 3 of art. 11 of Law No. 6,385, of December 7, 1976.
Art. 4 This Instruction enters into force on the date of its publication in the Official Gazette of the Union.
Signed original by
FRANCISCO DA COSTA E SILVA
President
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“revokes CVM Instructions No. 324 of January 19, 2000”
“as provided for in § 2 of art. 161 of Law No. 6,404, of December 15, 1976.”
“based on the provisions of arts. 8, item I, and 22, § 1, item VIII, of Law No. 6,385, of December 7, 1976”
Amended 1 time · last 2022-03-22
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