Lei nº 6.404, de 15 de dezembro de 1976 — Dispõe sobre as Sociedades por Ações (Law No. 6,404 of 15 December 1976 — Corporations Law (Brazilian Corporate Law))

English translation of the Portuguese text from planalto.gov.br (the Portuguese text is the official one). Retrieved 2026-10-26.

Presidency of the Republic

Civil House

Deputy Office for Legal Affairs

LAW No. 6.404, OF DECEMBER 15, 1976.

Compiled text

Veto message

Production of effect

Provides for Corporations.

The

PRESIDENT OF THE REPUBLIC, I make known that the National Congress decrees and I sanction the following Law:

CHAPTER I

Characteristics and Nature of the Company or Corporation

Characteristics

Art. 1 The company or corporation shall have its capital divided into shares, and the liability of the partners or shareholders shall be limited to the issue price of the subscribed or acquired shares.

Corporate Purpose

Art. 2 Any profit-making enterprise that is not contrary to law, public order, and good customs may be the object of the company.

§ 1 Regardless of the object, the company is commercial and is governed by the laws and customs of commerce.

§ 2 The articles of incorporation shall define the object precisely and completely.

§ 3 The company may have as its object participation in other companies; even if not provided for in the articles of incorporation, such participation is permitted as a means of realizing the corporate purpose, or to benefit from tax incentives.

Name

Art. 3 The company shall be designated by a name accompanied by the expressions "companhia" or "sociedade anônima", expressed in full or abbreviated, but the use of the former at the end is prohibited.

§ 1 The name of the founder, shareholder, or person who has in any other way contributed to the success of the enterprise may appear in the name.

§ 2 If the name is identical or similar to that of an existing company, the injured party shall have the right to request modification, administratively (article 97) or in court, and to claim resulting losses and damages.

Public and Private Company

Art. 4 For the purposes of this Law, a company is public or private depending on whether the securities it issues are admitted to trading on a stock exchange or in the over-the-counter market.

Sole paragraph. Only securities of a company registered with the Securities Commission may be distributed in the market and traded on a stock exchange or in the over-the-counter market.

Art. 4 For the purposes of this Law, a company is public or private depending on whether the securities it issues are admitted to trading in the securities market. (Redaction given by Law No. 10.303, of 2001)

§ 1 Only securities issued by a company registered with the Securities Commission may be traded in the securities market. (Redaction given by Law No. 10.303, of 2001)

§ 2 No public distribution of securities shall be carried out in the market without prior registration with the Securities Commission. (Included by Law No. 10.303, of 2001)

§ 3 The Securities Commission may classify public companies into categories, according to the types and classes of securities issued by them and traded in the market, and shall specify the rules on public companies applicable to each category. (Included by Law No. 10.303, of 2001)

§ 4 The registration of a public company for trading shares in the market may only be cancelled if the share-issuing company, the controlling shareholder, or the company that controls it, directly or indirectly, makes a public offer to acquire all shares in circulation in the market, at a fair price, at least equal to the valuation value of the company, determined based on the criteria, adopted individually or in combination, of book net equity, net equity valued at market price, discounted cash flow, comparison by multiples, quotation of shares in the securities market, or based on another criterion accepted by the Securities Commission, ensuring the review of the offer value, in accordance with the provisions of art. 4-A. (Included by Law No. 10.303, of 2001)

§ 5 Upon expiration of the public offer period set in the regulations issued by the Securities Commission, if less than 5% (five percent) of the total shares issued by the company remain in circulation, the general meeting may resolve to redeem these shares at the offer value referred to in § 4, provided that it deposits in a banking establishment authorized by the Securities Commission, at the disposal of their holders, the redemption value, and in this case, the provisions of § 6 of art. 44 shall not apply. (Included by Law No. 10.303, of 2001)

§ 6 The controlling shareholder or the controlling company that acquires shares of the public company under its control that raise its participation, directly or indirectly, in a certain type and class of shares to the percentage that, according to general rules issued by the Securities Commission, prevents market liquidity of the remaining shares, shall be obliged to make a public offer, at a price determined in accordance with § 4, to acquire all remaining shares in the market. (Included by Law No. 10.303, of 2001)

Art. 4-A. In a public company, holders of at least 10% (ten percent) of the shares in circulation in the market may request the company's administrators to convene a special meeting of shareholders holding shares in circulation in the market, to deliberate on conducting a new valuation by the same or another criterion, for the purpose of determining the valuation value of the company, referred to in § 4 of art. 4. (Included by Law No. 10.303, of 2001)

§ 1 The request must be presented within 15 (fifteen) days of the disclosure of the public offer value, duly justified and accompanied by evidence demonstrating the flaw or imprecision in the use of the calculation methodology or in the valuation criterion adopted, and the shareholders referred to in the caput may convene the meeting when the administrators do not comply, within 8 (eight) days, with the request for convocation. (Included by Law No. 10.303, of 2001)

§ 2 The shares circulating on the market are considered to be all shares of the capital of the publicly-held company minus those owned by the controlling shareholder, by directors, by members of the board of administration and those held in treasury. (Included by Law No. 10.303, of 2001)

§ 3 The shareholders who request the performance of a new appraisal and those who vote in favor thereof shall reimburse the company for the costs incurred, if the new value is lower than or equal to the initial value of the public offering. (Included by Law No. 10.303, of 2001)

§ 4 The Securities Commission shall be responsible for regulating the provisions of art. 4 and this article, and for setting deadlines for the effectiveness of this review. (Included by Law No. 10.303, of 2001)

CHAPTER II

Share Capital

SECTION I

Value

Fixing in the Bylaws and Currency

Art. 5 The bylaws of the company shall fix the value of the share capital, expressed in national currency.

Sole paragraph. The monetary expression of the value of the paid-in share capital shall be adjusted annually (article 167).

Alteration

Art. 6 The share capital may only be modified in compliance with the provisions of this Law and the bylaws (articles 166 to 174).

SECTION II

Formation

Cash and Assets

Art. 7 The share capital may be formed with contributions in cash or in any kind of assets susceptible of valuation in cash.

Appraisal

Art. 8 The appraisal of the assets shall be made by 3 (three) experts or by a specialized company, appointed at a general meeting of the subscribers, convened by the press and presided over by one of the founders, installing itself on first call with the presence of subscribers representing at least half of the share capital, and on second call with any number. (See Decree-Law No. 1.978, of 1982)

§ 1 The experts or the appraising company shall present a reasoned report, with the indication of the appraisal criteria and the comparison elements adopted and accompanied by the documents relating to the appraised assets, and shall be present at the meeting that reviews the report, in order to provide the information requested of them.

§ 2 If the subscriber accepts the value approved by the meeting, the assets shall be incorporated into the company's patrimony, and the first directors shall be responsible for fulfilling the necessary formalities for their transfer.

§ 3 If the meeting does not approve the appraisal, or the subscriber does not accept the approved appraisal, the project to form the company shall be without effect.

§ 4 The assets may not be incorporated into the company's patrimony at a value above that given to them by the subscriber.

§ 5 The provisions of §§ 1 and 2 of article 115 apply to the meeting referred to in this article.

§ 6 The appraisers and the subscriber shall be liable before the company, the shareholders and third parties for the damages they cause them through fault or intent in the appraisal of the assets, without prejudice to the criminal liability they may have incurred; in the case of assets in co-ownership, the liability of the subscribers is joint and several.

Transfer of the Assets

Art. 9 In the absence of an express declaration to the contrary, the assets are transferred to the company as ownership.

Liability of the Subscriber

Art. 10 The civil liability of the subscribers or shareholders who contribute assets for the formation of the share capital shall be identical to that of the seller.

Sole paragraph. When the contribution consists of a credit, the subscriber or shareholder shall be liable for the solvency of the debtor.

CHAPTER III

Shares

SECTION I

Number and Nominal Value

Fixing in the Bylaws

Art. 11 The bylaws shall fix the number of shares into which the share capital is divided and shall establish whether the shares will have, or not, a nominal value.

§ 1 In a company with no-par-value shares, the bylaws may create one or more classes of preferred shares with nominal value.

§ 2 The nominal value shall be the same for all shares of the company.

§ 3 The nominal value of the shares of a publicly-held company may not be less than the minimum fixed by the Securities Commission.

Alteration

Art. 12 The number and the nominal value of the shares may only be altered in cases of modification of the value of the share capital or of its monetary expression, of stock split or reverse stock split, or of cancellation of shares authorized in this Law.

SECTION II

Issue Price

Shares with Nominal Value

Art. 13 The issuance of shares at a price below their nominal value is prohibited.

§ 1 The infraction of the provisions of this article shall entail nullity of the act or operation and liability of the infringers, without prejudice to the criminal action that may be applicable.

§ 2 The contribution of the subscriber that exceeds the nominal value shall constitute capital reserve (article 182, § 1).

Shares without Nominal Value

Art. 14 The issue price of no-par-value shares shall be fixed, at the formation of the company, by the founders, and in the increase of capital, by the general meeting or by the board of administration (articles 166 and 170, § 2).

Sole paragraph. The issue price may be fixed with a part destined to the formation of capital reserve; in the issuance of preferred shares with priority in the reimbursement of capital, only the portion that exceeds the reimbursement value may have this destination.

SECTION III

Kinds and Classes

Kinds

Art. 15 The shares, according to the nature of the rights or advantages they confer to their holders, are ordinary, preferred, or of fruition.

§ 1º The common shares of the closed company and the preferred shares of the open and closed company may be of one or more classes.

§ 1º The common and preferred shares may be of one or more classes, observing, in the case of common shares, the provisions of arts. 16, 16-A and 110-A of this Law.

(Text as amended by Law No. 14,195, of 2021)

§ 2º The number of preferred shares without voting rights or subject to restrictions on the exercise of that right may not exceed 2/3 (two thirds) of the total shares issued.

§ 2 The number of preferred shares without voting rights, or subject to restriction on the exercise of that right, may not exceed 50% (fifty percent) of the total shares issued. (Text as amended by Law No. 10,303, of 2001)

Common Shares

Art. 16. The common shares of a closed company may be of different classes, depending on:

I - form or convertibility from one form into another;

I - convertibility into preferred shares;

(Text as amended by Law No. 9,457, of 1997)

II - convertibility into preferred shares;

II - requirement of Brazilian nationality of the shareholder; or (Text as amended by Law No. 9,457, of 1997)

III - requirement of Brazilian nationality of the shareholder; or

III - right to vote separately for the filling of certain positions in administrative bodies. (Text as amended by Law No. 9,457, of 1997)

IV - right to vote separately for the filling of certain positions in administrative bodies.

IV - attribution of plural voting to one or more classes of shares, observing the limit and conditions set forth in art. 110-A of this Law.

(Text as amended by Law No. 14,195, of 2021)

Sole paragraph. Amendment of the bylaws in the part that regulates the diversity of classes, if not expressly provided for and regulated, shall require the agreement of all holders of the affected shares.

Sole paragraph. Amendment of the bylaws in the part that regulates the diversity of classes, if not expressly provided for and regulated, shall require the agreement of all holders of the affected shares.

(Text as amended by Law No. 14,195, of 2021)

Art. 16-A. In an open company, the maintenance of more than one class of common shares is prohibited, except for the adoption of plural voting under the terms and conditions set forth in art. 110-A of this Law.

(Included by Law No. 14,195, of 2021)

Preferred Shares

Art. 17. The preferences or advantages of preferred shares may consist of:

I - priority in the distribution of dividends;

II - priority in the reimbursement of capital, with or without a premium;

III - accumulation of the advantages listed above.

Art. 17. The preferences or advantages of preferred shares: (Text as amended by Law No. 9,457, of 1997)

I - consist, except in the case of shares with the right to fixed or minimum dividends, cumulative or not, of the right to dividends at least ten percent higher than those attributed to common shares; (Text as amended by Law No. 9,457, of 1997)

II - without prejudice to the provisions of the preceding item and to what is compatible with it, may consist of: (Text as amended by Law No. 9,457, of 1997)

a) priority in the distribution of dividends; (Included by Law No. 9,457, of 1997)

b) priority in the reimbursement of capital, with or without a premium; (Included by Law No. 9,457, of 1997)

c) accumulation of the advantages listed above. (Included by Law No. 9,457, of 1997)

Art. 17. The preferences or advantages of preferred shares may consist of: (Text as amended by Law No. 10,303, of 2001)

I - priority in the distribution of dividends, fixed or minimum; (Text as amended by Law No. 10,303, of 2001)

II - priority in the reimbursement of capital, with or without a premium; or (Text as amended by Law No. 10,303, of 2001)

III - accumulation of the preferences and advantages referred to in items I and II. (Included by Law No. 10,303, of 2001)

§ 1º Dividends, even if fixed or cumulative, may not be distributed to the detriment of the capital stock, except when, in the event of liquidation of the company, that advantage has been expressly assured.

§ 2º Unless otherwise provided in the bylaws, the priority dividend is not cumulative, the share with fixed dividend does not participate in remaining profits, and the share with minimum dividend participates in distributed profits on equal terms with common shares, after ensuring for the latter a dividend equal to the minimum.

§ 3º The fixed or minimum dividend and the reimbursement premium stipulated in a certain amount of currency shall be subject to annual monetary correction, on the occasion of the ordinary general meeting, at the same coefficients adopted in the correction of the capital stock, disregarding fractions of a cent.

§ 4º The bylaws may not exclude or restrict the right of preferred shares to participate in capital increases resulting from monetary correction (article 167) and capitalization of reserves and profits (article 169).

§ 5º The bylaws may grant to preferred shares, with priority in the distribution of cumulative dividends, the right to receive it, in the fiscal year in which the profit is insufficient, from the capital reserves referred to in § 1º of article 182.

§ 6º The payment of fixed or minimum dividends to preferred shares may not result in, from the incorporation of remaining profit into the company's capital stock, the participation of the shareholder residing or domiciled abroad in that capital, registered with the Central Bank of Brazil, increasing in a greater proportion than that of the shareholder residing or domiciled in Brazil.

§ 1 Independent of the right to receive or not the amount of reimbursement of capital with or without a premium, preferred shares without voting rights or with restriction on the exercise of this right shall only be admitted to trading on the securities market if at least one of the following preferences or advantages is attributed to them: (Text as amended by Law No. 10,303, of 2001)

I - right to participate in the dividend to be distributed, corresponding to at least 25% (twenty-five percent) of the net profit for the fiscal year, calculated in accordance with art. 202, according to the following criterion: (Included by Law No. 10.303, of 2001)

a) priority in receiving the dividends mentioned in this item corresponding to at least 3% (three percent) of the value of the company's net equity per share; and (Included by Law No. 10.303, of 2001)

b) right to participate in distributed profits on equal terms with the ordinary shares, after ensuring to the latter a dividend equal to the minimum priority established in accordance with subparagraph a; or (Included by Law No. 10.303, of 2001)

II - right to receive a dividend, per preferred share, at least 10% (ten percent) greater than that attributed to each ordinary share; or (Included by Law No. 10.303, of 2001)

III - right to be included in the public offering for the sale of control, under the conditions set forth in art. 254-A, ensuring a dividend at least equal to that of the ordinary shares. (Included by Law No. 10.303, of 2001)

§ 2 The bylaws shall precisely and in detail set forth other preferences or advantages attributed to shareholders without voting rights, or with restricted voting rights, in addition to those provided for in this article. (Amended by Law No. 10.303, of 2001)

§ 3 Dividends, even if fixed or cumulative, may not be distributed to the detriment of the share capital, except when, in the event of liquidation of the company, such advantage has been expressly assured. (Amended by Law No. 10.303, of 2001)

§ 4 Unless otherwise provided in the bylaws, the priority dividend is not cumulative, the share with fixed dividend does not participate in remaining profits, and the share with minimum dividend participates in distributed profits on equal terms with the ordinary shares, after ensuring to the latter a dividend equal to the minimum. (Amended by Law No. 10.303, of 2001)

§ 5 Except in the case of shares with fixed dividend, the bylaws may not exclude or restrict the right of preferred shares to participate in capital increases resulting from the capitalization of reserves or profits (art. 169). (Amended by Law No. 10.303, of 2001)

§ 6 The bylaws may grant to preferred shares with priority in the distribution of cumulative dividend the right to receive it, in the fiscal year in which the profit is insufficient, from the capital reserves referred to in § 1 of art. 182. (Amended by Law No. 10.303, of 2001)

§ 7 In companies subject to privatization, a special class of preferred shares may be created, exclusively owned by the privatizing entity, to which the bylaws may grant the powers they specify, including the power to veto resolutions of the general meeting on the matters they specify. (Included by Law No. 10.303, of 2001)

Political Advantages

Art. 18. The bylaws may assure one or more classes of preferred shares the right to elect, in a separate vote, one or more members of the management bodies.

Sole paragraph. The bylaws may subject the bylaw amendments they specify to approval, in a special meeting, by the holders of one or more classes of preferred shares.

Regulation in the Bylaws

Art. 19. The bylaws of the company with preferred shares shall declare the advantages or preferences attributed to each class of such shares and the restrictions to which they will be subject, and may provide for redemption or amortization, the conversion of shares of one class into shares of another and into ordinary shares, and of the latter into preferred shares, setting the respective conditions.

SECTION IV

Form

Art. 20. Shares may be registered, endorsable or bearer.

Art. 20. Shares must be registered.

(Amended by Law No. 8.021, of 1990)

Non-Paid-Up Shares

Art. 21. In addition to the cases regulated by special law, shares shall mandatorily be in registered or endorsable form until full payment of the issue price.

Determination in the Bylaws

Art. 22. The bylaws shall determine the form of the shares and the convertibility of one form into another.

Sole paragraph. The ordinary shares of a public company and at least one of the classes of ordinary shares of a closed company, when they are in bearer form, shall mandatorily be convertible, at the shareholder's will, into registered endorsable shares.

SECTION V

Certificates

Issuance

Art. 23. The issuance of a share certificate shall only be permitted after the formalities necessary for the legal operation of the company have been fulfilled.

§ 1 Violation of the provisions of this article entails nullity of the certificate and liability of the violators.

§ 2 Certificates for shares whose contributions do not consist of cash may only be issued after the formalities necessary for the transfer of assets have been fulfilled, or the credits have been realized.

§ 3 The company may charge the cost of replacing certificates when requested by the shareholder.

Requirements

Art. 24. Share certificates shall be written in the vernacular and shall contain the following statements:

I - name of the company, its headquarters and term of duration;

II - the value of the share capital, the date of the act that fixed it, the number of shares into which it is divided and the par value of the shares, or a statement that they have no par value;

III - in companies with authorized capital, the limit of the authorization, in number of shares or value of share capital;

IV - the number of ordinary and preferred shares of the various classes, if any, the advantages or preferences conferred on each class and the limitations or restrictions to which the shares are subject;

V - the serial number of the certificate and of the share, and the type and class to which it belongs;

VI - the rights conferred on the beneficial parties, if any;

VII - the time and place of the ordinary general meeting;

VIII - the date of incorporation of the company and of the filing and publication of its constitutive acts;

IX - the name of the shareholder or the bearer clause;

IX - the name of the shareholder; (Amended by Law No. 9.457, of 1997)

X - the declaration of its transferability by endorsement, if endorsable;

X - the shareholder's debt and the time and place of its payment, if the share is not fully paid up; (Amended by Law No. 9.457, of 1997)

XI - the shareholder's debt and the time and place of its payment, if the share is not fully paid up;

XI - the date of issuance of the certificate and the signatures of two directors, or of the certificate issuing agent (Art. 27). (Amended by Law No. 9.457, of 1997)

§ 1 The omission of any of these declarations gives the shareholder the right to indemnification for losses and damages against the company and the directors under whose management the certificates were issued.

§ 2 The share certificates of publicly held companies may be signed by 2 (two) attorneys with special powers, whose powers of attorney, together with the specimen of signatures, have been previously deposited with the stock exchange on which the company has its shares traded, or authenticated with a mechanical stamp, observing the rules issued by the Securities Commission.

§ 2 The share certificates issued by publicly held companies may be signed by two attorneys with special powers, or authenticated by mechanical stamp, observing the rules issued by the Securities Commission. (Amended by Law No. 10.303, of 2001)

Multiple Certificates and Interim Receipts

Art. 25. The company may, upon satisfying the requirements of Article 24, issue certificates for multiples of shares and, provisionally, interim receipts representing them.

Sole paragraph. The multiple certificates of publicly held companies shall comply with the standardization of number of shares set by the Securities Commission.

Coupons

Art. 26. Coupons relating to dividends or other rights may be attached to bearer share certificates.

Sole paragraph. The coupons shall contain the company's name, indication of the place of the head office, the serial number of the certificate, the class of the share and the serial number of the coupon.

Certificate Issuing Agent

Art. 27. The company may contract the bookkeeping and custody of the share registration and transfer books and the issuance of certificates with a financial institution authorized by the Securities Commission to maintain such service.

§ 1 Once the service is contracted, only the issuing agent may perform the acts relating to registrations and issue certificates.

§ 2 The name of the issuing agent shall appear in the publications and public offerings of securities made by the company.

§ 3 The share certificates issued by the company's issuing agent shall be numbered sequentially, but the numbering of shares shall be optional.

SECTION VI

Ownership and Circulation

Indivisibility

Art. 28. The share is indivisible in relation to the company.

Sole paragraph. When the share belongs to more than one person, the rights conferred by it shall be exercised by the representative of the co-ownership.

Negotiability

Art. 29. The shares of a publicly held company may only be traded after 30% (thirty percent) of the issue price has been paid.

Sole paragraph. Infringement of the provisions of this article entails the nullity of the act.

Trading with Own Shares

Art. 30. The company may not trade with its own shares.

§ 1 The following are not included in this prohibition:

a) redemption, reimbursement or amortization operations provided for by law;

b) acquisition, for retention in treasury or cancellation, provided that it is up to the amount of the balance of profits or reserves, except the legal reserve, and without reducing the share capital, or by donation;

c) the disposal of shares acquired under the terms of item b and held in treasury;

d) the purchase when, upon resolution of the reduction of capital by restitution, in cash, of part of the value of the shares, the price of these on the stock exchange is less than or equal to the amount to be restituted.

§ 2 The acquisition of its own shares by a publicly held company shall comply, under penalty of nullity, with the rules issued by the Securities Commission, which may subject it to prior authorization in each case.

§ 3 The company may not receive its own shares as collateral, except to secure the management of its officers.

§ 4 The shares acquired under the terms of item b of § 1, while held in treasury, shall not be entitled to dividends or voting.

§ 5 In the case of item d of § 1, the acquired shares shall be definitively withdrawn from circulation.

Registered Shares

Art. 31. Ownership of registered shares is presumed by the inscription of the shareholder's name in the "Register of Registered Shares" book.

Art. 31. Ownership of registered shares is presumed by the inscription of the shareholder's name in the "Register of Registered Shares" book or by the statement provided by the custodian institution, in its capacity as fiduciary owner of the shares. (Amended by Law No. 10.303, of 2001)

§ 1 The transfer of registered shares is effected by an entry made in the "Transfer of Registered Shares" book, dated and signed by the transferor and the transferee, or their legitimate representatives.

§ 2 The transfer of registered shares by virtue of transmission by universal succession or legacy, auction, adjudication or other judicial act, or by any other title, shall only be made by means of an annotation in the "Register of Registered Shares" book, upon presentation of a proper document, which shall remain in the company's possession.

§ 3 In the transfer of registered shares acquired on a stock exchange, the transferee shall be represented, regardless of a power of attorney instrument, by the brokerage firm, or by the stock exchange clearing house.

Endorsable Shares

Art. 32. Ownership of endorsable shares is presumed by possession of the certificate based on a regular series of endorsements, but the exercise of rights before the company requires the annotation of the shareholder's name in the "Register of Endorsable Shares" book and on the certificate (§ 2).

(Repealed by Law No. 8.021, of 1990)

§ 1 The transfer of endorsable shares is effected:

(Repealed by Law No. 8,021, of 1990)

a) in the case of a fully paid-up share, by endorsement on the certificate, in blank or in full, dated and signed by the owner of the share or by a special attorney;

b) in the case of a non-fully paid-up share, by full endorsement and signature of the endorsee on the certificate;

(Repealed by Law No. 8,021, of 1990)

c) regardless of endorsement, by the registration, made by the company, of the name of the acquirer in the register book and on the certificate, or by the issuance of a new certificate in the name of the acquirer.

(Repealed by Law No. 8,021, of 1990)

§ 2º The transfer by endorsement shall not be effective before the company until it is registered in the register book and on the certificate itself, but the endorsee who demonstrates being the holder of the title based on a regular series of endorsements has the right to obtain the registration of the transfer, or the issuance of a new certificate in their name.

(Repealed by Law No. 8,021, of 1990)

§ 3º In the cases of item c of § 1º, the acquirer who requests registration of the transfer or the issuance of a new certificate in their name must present to the company the share certificate and the instrument of acquisition, which it shall file.

(Repealed by Law No. 8,021, of 1990)

§ 4º The signature of the endorser is presumed authentic if attested by a public official, securities brokerage firm, banking establishment or by the company itself.

(Repealed by Law No. 8,021, of 1990)

§ 5º The rules governing the endorsement of negotiable instruments shall apply, as applicable, to the endorsement of the share.

(Repealed by Law No. 8,021, of 1990)

Bearer Shares

Art. 33. The holder is presumed to be the owner of bearer shares.

(Repealed by Law No. 8,021, of 1990)

Sole paragraph. The transfer of bearer shares takes place by delivery.

(Repealed by Law No. 8,021, of 1990)

Book-Entry Shares

Art. 34. The company's bylaws may authorize or provide that all shares of the company, or one or more classes thereof, be held in deposit accounts, in the name of their holders, at the institution it designates, without the issuance of certificates.

§ 1º In the case of a bylaw amendment, conversion into book-entry shares depends on the presentation and cancellation of the respective certificate in circulation.

§ 2º Only financial institutions authorized by the Securities and Exchange Commission may maintain book-entry share services.

§ 2 Only financial institutions authorized by the Securities and Exchange Commission may maintain bookkeeping services for shares and other securities.

(Text provided by Law No. 12,810, of 2013)

§ 3º The company is liable for losses and damages caused to interested parties by errors or irregularities in the book-entry share service, without prejudice to any right of recourse against the depositary institution.

Art. 35. Ownership of a book-entry share is presumed by the registration in the share deposit account, opened in the name of the shareholder in the books of the depositary institution.

§ 1º The transfer of a book-entry share takes place by the entry made by the depositary institution in its books, debiting the transferor's share account and crediting the acquirer's share account, upon written order of the transferor, or authorization or court order, in a proper document that shall remain in the possession of the institution.

§ 2º The depositary institution shall provide the shareholder with a statement of the book-entry share deposit account, whenever requested, at the end of every month in which there is movement and, even if there is no movement, at least once a year.

§ 3º The bylaws may authorize the depositary institution to charge the shareholder the cost of the service of transferring ownership of book-entry shares, observing the maximum limits set by the Securities and Exchange Commission.

Restrictions on Circulation

Art. 36. The bylaws of a closed company may impose restrictions on the circulation of registered shares, provided that it regulates such restrictions in detail and does not prevent negotiation, nor subject the shareholder to the discretion of the company's management bodies or of the majority of shareholders.

Sole paragraph. The restriction on circulation created by a bylaw amendment shall apply only to shares whose holders expressly agree to it, by request for registration in the "Register of Registered Shares" book.

Suspension of Certificate Services

Art. 37. A publicly held company may, by communication to the stock exchanges on which its shares are traded and publication of an announcement, suspend, for periods not exceeding, each, 15 (fifteen) days, nor a total of 90 (ninety) days during the year, the services of transfer, conversion and splitting of certificates.

Sole paragraph. The provisions of this article shall not prejudice the registration of the transfer of shares traded on the stock exchange prior to the beginning of the suspension period.

Loss or Misplacement

Art. 38. The holder of a lost or misplaced certificate of a bearer or endorsable share may, justifying ownership and the loss or misplacement, initiate, in the manner of procedural law, the annulment and replacement procedure to obtain the issuance of a new certificate.

§ 1º The annulment and replacement of a bearer or blank-endorsed certificate shall only be admitted upon proof, produced by the holder, of the destruction or rendering useless of the certificate to be replaced.

§ 2º Until the certificate is recovered or replaced, transfers may be registered conditionally, and the company may require from the holder, to satisfy dividends and other rights, suitable guarantee of their eventual restitution.

SECTION VII

Creation of Rights in Rem and Other Encumbrances

Pledge

Art. 39. The pledge or collateral of shares is constituted:

I - if registered, by registration of the respective instrument in the "Register of Registered Shares" book;

II - if endorsable, by pledge endorsement which, at the request of the endorsee creditor or the owner of the share, the company shall register in the "Register of Endorsable Shares" book;

III - if bearer, by delivery.

Art. 39. The pledge or security of shares is constituted by the registration of the respective instrument in the Register of Registered Shares book.

(Text as amended by Law No. 9,457 of 1997)

§ 1. The pledge of book-entry shares is constituted by the registration of the respective instrument in the books of the financial institution, which shall be noted in the statement of the deposit account provided to the shareholder.

§ 2. In any case, the company, or the financial institution, has the right to require, for its file, a copy of the pledge instrument.

Other Rights and Encumbrances

Art. 40. Usufruct, trust, fiduciary assignment as security, and any clauses or encumbrances that burden the share shall be registered:

I - if registered, in the "Register of Registered Shares" book;

II - if endorsable, in the "Register of Endorsable Shares" book and on the share certificate;

III - if book-entry, in the books of the financial institution, which shall note them in the statement of the deposit account provided to the shareholder.

II - if book-entry, in the books of the financial institution, which shall note them in the statement of the deposit account provided to the shareholder.

(Text as amended by Law No. 9,457 of 1997)

Sole paragraph. By registration under the terms of this article, the promise to sell the share and the right of first refusal to acquire it are enforceable against third parties.

SECTION VIII

Custody of Fungible Shares

Art. 41. A financial institution authorized by the Securities Commission to provide custody services for fungible shares may contract custody in which the shares of each type, class, and company are received on deposit as fungible assets.

Sole paragraph. The institution may not dispose of the shares and is obligated to return to the depositor the quantity of shares received, with modifications resulting from changes in the share capital or in the number of shares of the issuing company, regardless of the order number of the shares or certificates received on deposit.

Art. 41. An institution authorized by the Securities Commission to provide custody services for fungible shares may contract custody in which the shares of each type and class of the company are received on deposit as fungible assets, with the depositary institution acquiring fiduciary ownership of the shares. (Text as amended by Law No. 10,303 of 2001)

§ 1. The depositary institution may not dispose of the shares and is obligated to return to the depositor the quantity of shares received, with modifications resulting from changes in the share capital or in the number of shares of the issuing company, regardless of the order number of the shares or certificates received on deposit. (Text as amended by Law No. 10,303 of 2001)

§ 2. The provisions of this article apply, where applicable, to other securities. (Included by Law No. 10,303 of 2001)

§ 3. The depositary institution shall be obligated to inform the issuing company: (Included by Law No. 10,303 of 2001)

I - immediately, the name of the beneficial owner when there is any corporate event requiring their identification; and (Included by Law No. 10,303 of 2001)

II - within up to 10 (ten) days, the contracting of custody and the creation of encumbrances or liens on the shares. (Included by Law No. 10,303 of 2001)

§ 4. Ownership of shares in fungible custody shall be proven by the contract signed between the owner of the shares and the depositary institution (Included by Law No. 10,303 of 2001)

§ 5. The institution has the obligations of a depositary and is liable to the shareholder and third parties for the breach of its obligations. (Included by Law No. 10,303 of 2001)

Representation and Liability

Art. 42. The financial institution represents, before the company, the holders of shares received in custody under the terms of article 41, for the purpose of receiving dividends and bonus shares and exercising the right of first refusal to subscribe for shares.

§ 1. Whenever there is a distribution of dividends or bonus shares and, in any case, at least once a year, the financial institution shall provide the company with the list of depositors of registered and endorsable shares received under the terms of this article, as well as the quantity of shares of each.

§ 1. Whenever there is a distribution of dividends or bonus shares and, in any case, at least once a year, the financial institution shall provide the company with the list of depositors of shares received under the terms of this article, as well as the quantity of shares of each.

(Text as amended by Law No. 9,457 of 1997)

§ 2. The depositor may, at any time, terminate the custody and request the return of the certificates of their shares.

§ 3. The company is not liable to the shareholder or third parties for the acts of the depositary institution of the shares.

SECTION IX

Share Deposit Certificate

Art. 43. A financial institution authorized to act as a certificate issuing agent (article 27) may issue a certificate representing the endorsable or bearer shares that it receives on deposit, which shall contain:

Art. 43. A financial institution authorized to act as a certificate issuing agent (art. 27) may issue a certificate representing the shares that it receives on deposit, which shall contain:

(Text as amended by Law No. 9,457 of 1997)

I - the place and date of issue;

II - the name of the issuing institution and the signatures of its representatives;

III - the denomination "Share Deposit Certificate";

IV - the specification of the deposited shares;

V - the declaration that the deposited shares, their income, and the amount received in cases of redemption or amortization shall only be delivered to the holder of the deposit certificate upon presentation of this certificate;

VI - the name and qualification of the depositor;

VII - the deposit price charged by the bank, if due upon delivery of the deposited shares;

VIII - the place of delivery of the object of the deposit.

§ 1. The financial institution is liable for the origin and authenticity of the certificates of the deposited shares.

§ 2 The deposited shares, their income, the redemption or amortization value, once the deposit certificate is issued, may not be subject to attachment, arrest, sequestration, search or seizure, or any other encumbrance that prevents their delivery to the holder of the certificate, but the certificate may be subject to attachment or any precautionary measure for an obligation of its holder.

§ 3 The share deposit certificate may be transferred by endorsement in black or in blank, signed by its holder, or by an attorney with special powers.

§ 3

The share deposit certificates shall be registered, and may be kept under the book-entry system. (Text given by Law No. 9.457, of 1997)

§ 4 The share deposit certificates may, at the request of their holder, and at their expense, be split or grouped.

§ 5 The rules governing the endorsement of negotiable instruments shall apply to the endorsement of the certificate, insofar as applicable.

SECTION X

Redemption, Amortization and Reimbursement

Redemption and Amortization

Art. 44. The bylaws or the extraordinary general meeting may authorize the application of profits or reserves to the redemption or amortization of shares, determining the conditions and the manner of proceeding with the operation.

§ 1 Redemption consists of the payment of the value of the shares to definitively withdraw them from circulation, with or without a reduction of the share capital; if the same capital is maintained, a new nominal value shall be assigned, when applicable, to the remaining shares.

§ 2 Amortization consists of the distribution to shareholders, as an advance and without reduction of the share capital, of amounts that they could receive in the event of liquidation of the company.

§ 3 Amortization may be full or partial and may cover all classes of shares or only one of them.

§ 4 Redemption and amortization that do not cover all shares of the same class shall be carried out by drawing lots; if shares held in custody under the terms of Article 41 are drawn, the financial institution shall specify, by apportionment, the redeemed or amortized shares, unless another form is provided for in the custody agreement.

§ 5 Fully amortized shares may be replaced by shares of enjoyment, with the restrictions set by the bylaws or by the general meeting that resolves the amortization; in any case, upon liquidation of the company, the amortized shares shall participate in the net assets only after the non-amortized shares are assured an amount equal to the amortization, monetarily corrected.

§ 6 Unless otherwise provided in the bylaws, the redemption of shares of one or more classes shall only be carried out if, at a special meeting convened to deliberate on that specific matter, it is approved by shareholders representing at least half of the shares of the affected class(es). (Included by Law No. 10.303, of 2001)

Reimbursement

Art. 45. Reimbursement is the operation by which, in the cases provided for by law, the company pays dissenting shareholders of a resolution of the general meeting the value of their shares.

§ 1 The bylaws may establish rules for determining the reimbursement value, which in any case shall not be less than the net equity value of the shares, according to the last balance sheet approved by the general meeting.

§ 1 The bylaws may establish rules for determining the reimbursement value, which, however, may only be less than the net equity value contained in the last balance sheet approved by the general meeting, subject to the provisions of § 2, if stipulated based on the economic value of the company, to be determined in an appraisal (§§ 3 and 4).

(Text given by Law No. 9.457, of 1997)

§ 2 If the resolution of the general meeting occurs more than 60 (sixty) days after the date of the last approved balance sheet, the dissenting shareholder may request, together with the reimbursement, the preparation of a special balance sheet at a date that meets that period.

In that case, the company shall immediately pay 80% (eighty percent) of the reimbursement value calculated based on the last balance sheet and, once the special balance sheet is prepared, shall pay the balance within 120 (one hundred and twenty) days from the date of the resolution of the general meeting.

§ 3 The reimbursement value may be paid from profits or reserves, except the legal reserve, and in that case the reimbursed shares shall be held in treasury.

§ 4 If, within 120 (one hundred and twenty) days from the publication of the minutes of the meeting, the shareholders whose shares have been reimbursed from the share capital are not replaced, the capital shall be considered reduced by the corresponding amount, and the management bodies shall convene the general meeting within 5 (five) days to acknowledge that reduction.

§ 5 If the company becomes bankrupt, the dissenting shareholders, creditors for the reimbursement of their shares, shall be classified as unsecured creditors in a separate schedule, and the apportionments due to them shall be charged against the payment of credits constituted prior to the date of publication of the minutes of the meeting. The amounts thus allocated to the older credits shall not be deducted from the credits of the former shareholders, which shall remain in full to be satisfied from the assets of the estate, after the former are paid.

§ 6 If, when bankruptcy occurs, the reimbursement of the former shareholders has already been carried out from the share capital, they have not been replaced, and the estate is insufficient to pay the older credits, an action for revocation shall lie for restitution of the reimbursement paid with a reduction of the share capital, up to the amount remaining of that part of the liabilities. The restitution shall be obtained, in the same proportion, from all shareholders whose shares have been reimbursed.

§ 3 If the bylaws determine the appraisal of the share for reimbursement purposes, the value shall be determined by three experts or a specialized company, by means of a report that satisfies the requirements of § 1 of Art. 8 and with the liability provided for in § 6 of the same article. (Text given by Law No. 9.457, of 1997)

§ 4 The experts or specialized company shall be indicated in a list of six or three, respectively, by the Board of Directors or, if there is none, by the officers, and chosen by the General Meeting in a resolution taken by absolute majority of votes, not counting blank votes, and each share, regardless of its type or class, shall be entitled to one vote. (Amended by Law No. 9.457, of 1997)

§ 5 The reimbursement amount may be paid out of profits or reserves, except the legal reserve, and in that case the reimbursed shares shall be held in treasury. (Amended by Law No. 9.457, of 1997)

§ 6

If, within one hundred and twenty days from the publication of the minutes of the meeting, the shareholders whose shares have been reimbursed out of capital stock are not replaced, the capital shall be deemed reduced by the corresponding amount, and the management bodies shall call the general meeting within five days to acknowledge that reduction. (Amended by Law No. 9.457, of 1997)

§ 7 If the company becomes bankrupt, the dissenting shareholders, creditors for the reimbursement of their shares, shall be classified as unsecured creditors in a separate schedule, and the distributions due to them shall be applied to the payment of credits constituted prior to the date of publication of the minutes of the meeting. The amounts thus allocated to the older credits shall not be deducted from the credits of the former shareholders, which shall remain in full to be satisfied from the assets of the estate, after the former are paid. (Included by Law No. 9.457, of 1997)

§ 8 If, when bankruptcy occurs, the reimbursement of the former shareholders out of capital stock has already been made, they have not been replaced, and the estate is insufficient to pay the older credits, an action to revoke may be brought for restitution of the reimbursement paid with reduction of capital stock, up to the amount remaining of that part of the liabilities. The restitution shall be obtained, in the same proportion, from all shareholders whose shares have been reimbursed. (Included by Law No. 9.457, of 1997)

CHAPTER IV

Beneficial Parts

Characteristics

Art. 46. The company may create, at any time, negotiable instruments, without par value and unrelated to capital stock, called "beneficial parts".

§ 1 The beneficial parts shall grant their holders a contingent credit right against the company, consisting of participation in annual profits (Article 190).

§ 2 The participation attributed to the beneficial parts, including for the formation of a reserve for redemption, if any, shall not exceed 0.1 (one tenth) of the profits.

§ 3 It is forbidden to grant the beneficial parts any right exclusive to a shareholder, except the right to supervise, under the terms of this Law, the acts of the administrators.

§ 4 The creation of more than one class or series of beneficial parts is prohibited.

Issuance

Art. 47. The beneficial parts may be transferred by the company, under the conditions determined by the bylaws or by the general meeting, or attributed to founders, shareholders or third parties, as remuneration for services rendered to the company.

Sole paragraph. A publicly held company may only create beneficial parts for onerous transfer, or for free attribution to societies or foundations benefiting its employees.

Sole paragraph. Publicly held companies are forbidden to issue beneficial parts. (Amended by Law No. 10.303, of 2001)

Redemption and Conversion

Art. 48. The bylaws shall set the term of duration of the beneficial parts and, whenever they stipulate redemption, they shall create a special reserve for that purpose.

§ 1 The term of duration of the beneficial parts attributed free of charge, except those destined to societies or foundations benefiting the company's employees, may not exceed 10 (ten) years.

§ 2 The bylaws may provide for the conversion of the beneficial parts into shares, through capitalization of a reserve created for that purpose.

§ 3 In the event of liquidation of the company, after the payable liabilities are settled, the holders of the beneficial parts shall have a preferential right over what remains of the assets up to the amount of the reserve for redemption or conversion.

Certificates

Art. 49. The certificates of the beneficial parts shall contain:

I - the designation "beneficial part";

II - the name of the company, its headquarters and term of duration;

III - the amount of the capital stock, the date of the act that fixed it and the number of shares into which it is divided;

IV - the number of beneficial parts created by the company and their respective serial number;

V - the rights that shall be attributed to them by the bylaws, the term of duration and the conditions of redemption, if any;

VI - the date of incorporation of the company and of the filing and publication of its constitutive acts;

VII - the name of the beneficiary or the bearer clause;

VIII - the declaration of its transferability by endorsement, if endorsable;

VII - the name of the beneficiary; (Amended by Law No. 9.457, of 1997)

VIII - the date of issuance of the certificate and the signatures of two directors. (Amended by Law No. 9.457, of 1997)

Form, Ownership, Circulation and Encumbrances

Art. 50. The beneficial parts may be registered, endorsable and bearer, and the provisions of Sections V to VII of Chapter III shall apply to them, as applicable.

Art. 50.

The beneficial parts shall be registered and the provisions of Sections V to VII of Chapter III shall apply to them, as applicable.

(Amended by Law No. 9.457, of 1997)

§ 1 The registered and endorsable beneficial parts shall be recorded in proper books, maintained by the company.

§ 1

The beneficial parts shall be recorded in proper books, maintained by the company. (Amended by Law No. 9.457, of 1997)

§ 2 The beneficial parts may be subject to deposit with issuance of a certificate, under the terms of Article 43.

Modification of Rights

Art. 51. The amendment of the bylaws that modifies or reduces the advantages conferred upon the beneficial parts shall only be effective when approved by at least half of their holders, gathered in a special general meeting.

§ 1 The assembly shall be convened, through the press, in accordance with the requirements for convening shareholders' assemblies, with at least 1 (one) month's prior notice. If, after 2 (two) convenings, it fails to be installed due to lack of quorum, another may only be convened 6 (six) months later.

§ 2 Each beneficiary part grants the right to 1 (one) vote, and the company may not vote with the securities it holds in treasury.

§ 3 The issuance of beneficiary parts may be made with the appointment of a fiduciary agent for their holders, observing, where applicable, the provisions of Articles 66 to 71.

CHAPTER V

Debentures

Characteristics

Art. 52. The company may issue debentures that will grant their holders a credit right against it, under the conditions set forth in the issuance deed and the certificate.

Art. 52. The company may issue debentures that will grant their holders a credit right against it, under the conditions set forth in the issuance deed and, if any, the certificate. (Text as amended by Law No. 10,303, of 2001)

SECTION I

Rights of Debenture Holders

Issuances and Series

Art. 53. The company may carry out more than one issuance of debentures, and each issuance may be divided into series.

Sole paragraph. Debentures of the same series shall have equal nominal value and shall grant their holders the same rights.

Nominal Value

Art. 54. The debenture shall have a nominal value expressed in national currency, except in cases of obligations that, under current legislation, may have payment stipulated in foreign currency.

Sole paragraph. The debenture may contain a monetary correction clause, using the same coefficients set for the correction of public debt securities, or based on exchange rate variation.

§ 1 The debenture may contain a monetary correction clause, based on the coefficients set for the correction of public debt securities, on exchange rate variation, or on other references not expressly prohibited by law. (Text as amended by Law No. 10,303, of 2001)

§ 2 The debenture deed may ensure the debenture holder the option to choose to receive payment of the principal and accessories, at maturity, amortization, or redemption, in currency or in assets valued under the terms of Art. 8. (Included by Law No. 10,303, of 2001)

Maturity, Amortization, and Redemption

Art. 55. The maturity date of the debenture shall be stated in the issuance deed and the certificate, and the company may stipulate partial amortizations of each series, create amortization funds, and reserve the right to early redemption, in part or in full, of the securities of the same series.

§ 1 The amortization of debentures of the same series that do not have distinct annual maturities, as well as partial redemption, shall be made by drawing or, if the debentures are quoted at a price below nominal value, by purchase on the stock exchange.

§ 1 The amortization of debentures of the same series that do not have distinct annual maturities, as well as partial redemption, shall be made by drawing or, if the debentures are quoted at a price below nominal value, by purchase on the securities market, observing the rules issued by the Securities Commission. (Text as amended by Provisional Measure No. 517, of 2010)

§ 1 The amortization of debentures of the same series must be made by apportionment. (Text as amended by Law No. 12,431, of 2011).

§ 2 The company is permitted to acquire debentures of its own issuance, provided that at a value equal to or less than nominal, and the fact must be recorded in the management report and financial statements.

§ 2 The company is permitted to acquire debentures of its own issuance, provided that it observes the rules issued by the Securities Commission, and the fact must be recorded in the management report and financial statements. (Text as amended by Provisional Measure No. 517, of 2010)

§ 2 Partial redemption of debentures of the same series must be made: (Text as amended by Law No. 12,431, of 2011).

I - by drawing; or (Included by Law No. 12,431, of 2011).

II - if the debentures are quoted at a price below nominal value, by purchase on the organized securities market, observing the rules issued by the Securities Commission. (Included by Law No. 12,431, of 2011).

§ 3 The company may issue debentures whose maturity occurs only in cases of default on the obligation to pay interest and dissolution of the company, or other conditions provided for in the security.

§ 3 The company is permitted to acquire debentures of its own issuance: (Text as amended by Law No. 12,431, of 2011).

I - at a value equal to or less than nominal, and the fact must be recorded in the management report and financial statements; or (Included by Law No. 12,431, of 2011).

II - at a value greater than nominal, provided that it observes the rules issued by the Securities Commission. (Included by Law No. 12,431, of 2011).

§ 4 The company may issue debentures whose maturity occurs only in cases of default on the obligation to pay interest and dissolution of the company, or other conditions provided for in the security. (Included by Law No. 12,431, of 2011).

Interest and Other Rights

Art. 56. The debenture may ensure its holder interest, fixed or variable, participation in the company's profits, and reimbursement premium.

Convertibility into Shares

Art. 57. The debenture may be convertible into shares under the conditions set forth in the issuance deed, which shall specify:

I - the bases of conversion, whether in number of shares into which each debenture may be converted, or as a ratio between the nominal value of the debenture and the issuance price of the shares;

II - the type and class of shares into which it may be converted;

III - the term or period for exercising the right to conversion;

IV - the other conditions to which the conversion may be subject.

§ 1 Shareholders shall have a preemptive right to subscribe to the issuance of debentures with a convertibility clause into shares, observing the provisions of Articles 171 and 172.

§ 2 While the right to conversion may be exercised, any amendment to the bylaws to:

a) change the company's purpose;

b) create preferred shares or modify the advantages of existing ones, to the detriment of the shares into which the debentures are convertible.

SECTION II

Types

Art. 58. The debenture may, as provided in the issuance deed, have a real guarantee or a floating guarantee, not enjoy any preference, or be subordinated to the company's other creditors.

§ 1 The floating guarantee assures the debenture a general privilege over the company's assets, but does not prevent the trading of the assets that make up such assets.

§ 2 The guarantees may be constituted cumulatively.

§ 3 Debentures with a floating guarantee from a new issuance are preferred over those from a previous issuance or issuances, and priority is established by the date of registration of the issuance deed; but within the same issuance, the series rank equally.

§ 3 Debentures with a floating guarantee from a new issuance are preferred over those from a previous issuance or issuances, and priority is established by the date of filing of the corporate act that resolved on the issuance, with the series within the same issuance ranking equally.

(Redaction given by Law No. 14,711, of 2023)

§ 4 A debenture that does not enjoy a guarantee may contain a clause of subordination to unsecured creditors, preferring only over the shareholders in the remaining assets, if any, in the event of liquidation of the company.

§ 5 The obligation not to alienate or encumber real property or other property subject to registration of ownership, assumed by the company in the issuance deed, is enforceable against third parties, provided it is recorded in the competent registry.

§ 6 Debentures issued by a company that is part of a group of companies (article 265) may have a floating guarantee of the assets of 2 (two) or more companies of the group.

SECTION III

Creation and Issuance

Competence

Art. 59. The resolution on the issuance of debentures is the exclusive competence of the general meeting, which shall establish, observing the provisions of the bylaws in this regard:

I - the value of the issuance or the criteria for determining its limit, and its division into series, if applicable;

II - the number and the nominal value of the debentures;

III - the real guarantees or the floating guarantee, if any;

IV - the conditions of monetary correction, if any;

V - convertibility or not into shares and the conditions to be observed in the conversion;

VI - the time and conditions of maturity, amortization or redemption;

VII - the time and conditions of payment of interest, participation in profits and reimbursement premium, if any;

VIII - the manner of subscription or placement, and the type of debentures.

VIII - the manner of subscription or placement and the type of debentures; and

(Redaction given by Law No. 14,711, of 2023)

IX - the unbundling, from their nominal value, of interest and other rights conferred on holders.

(Included by Law No. 14,711, of 2023)

§ 1 In a publicly held company, the general meeting may delegate to the board of directors the resolution on the conditions dealt with in items VI to VIII of this article and on the opportunity of the issuance.

§ 1 In a publicly held company, the board of directors may resolve on the issuance of simple debentures, not convertible into shares and without real guarantee, and the general meeting may delegate to the board of directors the resolution on the conditions dealt with in items VI to VIII of this article and on the opportunity of the issuance. (Redaction given by Law No. 10,303, of 2001)

§ 1 In a publicly held company, the board of directors may resolve on the issuance of debentures not convertible into shares, regardless of a bylaw provision, and the general meeting may delegate to the board of directors the resolution on the conditions dealt with in items VI to VIII of the caput and on the opportunity of the issuance. (Redaction given by Provisional Measure No. 517, of 2010)

§ 1 In a publicly held company, the board of directors may resolve on the issuance of debentures not convertible into shares, unless otherwise provided in the bylaws. (Redaction given by Law No. 12,431, of 2011).

§ 1 The board of directors or the executive board may resolve on the issuance of debentures not convertible into shares, except if otherwise provided in the bylaws.

(Redaction given by Law No. 14,711, of 2023)

§ 2 The general meeting may resolve that the issuance shall have an indeterminate value and number of series, within the limits established by it, observing the provisions of article 60.

§ 2 The bylaws of a publicly held company may authorize the board of directors to resolve on the issuance of debentures convertible into shares, specifying the limit of the capital increase resulting from the conversion of the debentures, in value of the share capital or in number of shares, and the types and classes of shares that may be issued. (Redaction given by Provisional Measure No. 517, of 2010)

§ 2 The bylaws of a publicly held company may authorize the board of directors to, within the limits of the authorized capital, resolve on the issuance of debentures convertible into shares, specifying the limit of the capital increase resulting from the conversion of the debentures, in value of the share capital or in number of shares, and the types and classes of shares that may be issued. (Redaction given by Law No. 12,431, of 2011).

§ 3 The company may not carry out a new issuance before all debentures of the series of the previous issuance have been placed or the unplaced series have been canceled, nor negotiate a new series of the same issuance before the previous one has been placed or the unplaced balance has been canceled.

§ 3 The general meeting may resolve that the issuance shall have an indeterminate value and number of series, within the limits established by it. (Redaction given by Provisional Measure No. 517, of 2010)

§ 3 The general meeting may resolve that the issuance shall have an indeterminate value and number of series, within the limits established by it. (Amended by Law No. 12,431, of 2011).

§ 3 The competent body of the company may resolve that the issue shall have indeterminate value and number of series, within the limits set by it.

(Amended by Law No. 14,711, of 2023)

§ 4 In cases not provided for in §§ 1 and 2, the general meeting may delegate to the board of directors the resolution on the conditions referred to in items VI to VIII of the caput and on the opportunity of the issue. (Included by Law No. 12,431, of 2011).

§ 5 The Securities Commission shall be responsible for regulating the provisions of item IX of the caput

of this article.

(Included by Law No. 14,711, of 2023)

Issue Limit

Art. 60. Except in cases provided for in special law, the total value of debenture issues may not exceed the company's capital stock.

(Revoked by Provisional Measure No. 517, of 2010)

(Revoked by Law No. 12,431, of 2011).

§ 1 This limit may be exceeded up to:

a) 80% (eighty percent) of the value of the encumbered assets, whether own or third-party, in the case of debentures with real security;

b) 70% (seventy percent) of the book value of the company's assets, minus the amount of its debts secured by rights in rem, in the case of debentures with floating security.

§ 2 The limit established in item a of § 1 may be determined in relation to the company's equity situation after the proceeds of the issue have been invested; in this case the funds shall remain under the control of the debenture holders' fiduciary agent and shall be delivered to the company, observing the limits of § 1, as the value of the guarantees increases.

§ 3 The Securities Commission may set other limits for issues of debentures traded on a stock exchange or over the counter, or to be distributed on the market.

§ 4 The limits provided for in this article do not apply to the issue of subordinated debentures.

Deed of Issue

Art. 61. The company shall set forth in the deed of issue the rights conferred by the debentures, their guarantees and other clauses or conditions.

§ 1 The deed of issue, by public or private instrument, of debentures distributed or admitted to trading on the market, shall mandatorily have the intervention of a fiduciary agent of the debenture holders (Articles 66 to 70).

§ 2 Each new series of the same issue shall be the subject of an amendment to the respective deed.

§ 3 The Securities Commission may approve standard clauses and conditions to be adopted in deeds of issue of debentures intended for trading on a stock exchange or in the over-the-counter market, and refuse admission to the market of any issue that does not satisfy these standards.

Registration

Art. 62. No issue of debentures shall be made without the following requirements having been met:

Art. 62. No issue of debentures shall be made without the following requirements having been met: (Amended by Law No. 10,303, of 2001)

I - filing, with the commercial registry, and publication of the minutes of the general meeting that resolved on the issue;

I - filing, with the commercial registry, and publication of the minutes of the general meeting, or of the board of directors, that resolved on the issue; (Amended by Law No. 10,303, of 2001)

I - filing, with the commercial registry, of the corporate act that resolves on the issue referred to in Art. 59 of this Law and its publication:

(Amended by Law No. 14,711, of 2023)

a) in the form provided for in § 5 of this article, for publicly held companies; and

(Included by Law No. 14,711, of 2023)

b) in the form provided for in § 6 of this article, for closely held companies;

(Included by Law No. 14,711, of 2023)

II - registration of the deed of issue with the real estate registry of the place of the company's headquarters;

II - registration of the deed of issue with the commercial registry; (Amended by Law No. 10,303, of 2001)

II - (revoked);

(Amended by Law No. 14,711, of 2023)

III - constitution of real guarantees, if applicable.

§ 1 The company's officers shall be liable for losses and damages caused to the company or third parties by violation of this article.

§ 2 The fiduciary agent and any debenture holder may carry out the registrations required in this article and remedy any gaps and irregularities existing in the registrations carried out by the company's officers; in this case, the registry officer shall notify the company's management to provide the necessary indications and documents.

§ 2 The fiduciary agent and the debenture holder may carry out the registrations required in this article and remedy the gaps and irregularities existing in the filing or registrations carried out by the company's officers, in which case the registry officer shall notify the company's management to provide the necessary indications and documents.

(Amended by Law No. 14,711, of 2023)

§ 3 Amendments to the deed of issue shall be recorded in the same registries.

§ 3 (Revoked).

(Amended by Law No. 14,711, of 2023)

§ 4 The real estate registries shall keep a special book for registration of debenture issues, in which the essential conditions of each issue shall be noted.

§ 4 The commercial registries shall keep a special book for registration of debenture issues, in which the essential conditions of each issue shall be noted. (Amended by Law No. 10,303, of 2001)

§ 4 (Revoked).

(Amended by Law No. 14,711, of 2023)

§ 5 The Securities Commission shall regulate the registration and disclosure of the corporate act referred to in item a of item I of the caput of this article and of the deed of issue of debentures subject to public offering or admitted to trading and their amendments.

(Included by Law No. 14,711, of 2023)

§ 6 The federal Executive Branch shall regulate the registration and disclosure of the corporate act referred to in item b of item I of the caput of this article and of the deed of issue of debentures of closely held companies and their amendments.

(Included by Law No. 14,711, of 2023)

SECTION IV

Form, Ownership, Circulation and Encumbrance

Art. 63. The debentures may be bearer or endorsable, and the provisions of Sections V to VII of Chapter III shall apply, as applicable.

§ 1 The endorsable debentures shall be registered in a proper book kept by the company.

§ 2 The debentures may be subject to deposit with issuance of a certificate, under the terms of Article 43.

Art. 63. The debentures shall be registered, and the provisions of Sections V to VII of Chapter III shall apply, as applicable.

(Amended by Law No. 9.457, of 1997)

Sole paragraph. The debentures may be subject to deposit with issuance of a certificate, under the terms of Art. 43.

(Amended by Law No. 9.457, of 1997)

§ 1 The debentures may be subject to deposit with issuance of a certificate, under the terms of Art. 43. (Amended by Law No. 10.303, of 2001)

§ 2 The issuance deed may establish that the debentures be held in custody accounts, in the name of their holders, at the institution it designates, without issuance of certificates, and the provisions of Art. 41 shall apply, as applicable. (Included by Law No. 10.303, of 2001)

SECTION V

Certificates

Requirements

Art. 64. The debenture certificates shall contain:

I - the name, headquarters, duration and purpose of the company;

II - the date of incorporation of the company and of the filing and publication of its constitutive acts;

III - the date of publication of the minutes of the general meeting that resolved on the issuance;

III - the date of publication of the minutes of the resolution on the issuance in the form provided for in Art. 59 of this Law;

(Amended by Law No. 14.711, of 2023)

IV - the date and office of the real estate registry where the issuance was registered;

V - the name "Debenture" and the indication of its type, by the words "with real guarantee", "with floating guarantee", "without preference" or "subordinated";

VI - the designation of the issuance and series;

VII - the sequential number;

VIII - the nominal value and the monetary correction clause, if any, the conditions of maturity, amortization, redemption, interest, profit sharing or reimbursement premium, and the time when they shall be due;

IX - the conditions of convertibility into shares, if applicable;

X - the bearer clause, if that is its form;

XI - the name of the debenture holder and the declaration of transferability of the debenture by endorsement, if endorsable;

XII - the name of the fiduciary agent of the debenture holders, if any;

XIII - the date of issuance of the certificate and the signature of 2 (two) directors of the company;

X - the name of the debenture holder; (Amended by Law No. 9.457, of 1997)

XI - the name of the fiduciary agent of the debenture holders, if any; (Amended by Law No. 9.457, of 1997)

XII - the date of issuance of the certificate and the signature of two directors of the company; (Amended by Law No. 9.457, of 1997)

XIII - the authentication of the fiduciary agent, if applicable. (Amended by Law No. 9.457, of 1997)

Multiple Securities and Receipts

Art. 65. The company may issue certificates for multiples of debentures and, provisionally, receipts representing them, provided the requirements of Article 64 are met.

§ 1 The multiple debenture securities of publicly held companies shall comply with the quantity standardization set by the Securities Commission.

§ 2 Under the conditions provided for in the issuance deed with appointment of a fiduciary agent, the certificates may be replaced, split or grouped.

SECTION VI

Fiduciary Agent of the Debenture Holders

Requirements and Incompatibilities

Art. 66. The fiduciary agent shall be appointed and must accept the role in the debenture issuance deed.

§ 1 Only natural persons who meet the requirements for holding a position in a management body of the company and financial institutions that, specially authorized by the Central Bank of Brazil, have as their purpose the administration or custody of third-party assets may be appointed as fiduciary agents.

§ 2 The Securities Commission may establish that in issuances of debentures traded on the market the fiduciary agent, or one of the fiduciary agents, shall be a financial institution.

§ 3 The following may not be fiduciary agent:

a ) a person who already exercises the role in another issuance of the same company;

a) a person who already exercises the role in another issuance of the same company, unless authorized, under the terms of the rules issued by the Securities Commission; (Amended by Provisional Measure No. 517, of 2010)

a) a person who already exercises the role in another issuance of the same company, unless authorized, under the terms of the rules issued by the Securities Commission; (Amended by Law No. 12.431, of 2011).

b) a financial institution affiliated with the issuing company or with the entity that subscribes to the issuance for distribution on the market, and any company controlled by them;

c) a creditor, on any basis, of the issuing company, or a company controlled by it;

d) a financial institution whose administrators have an interest in the issuing company;

e) a person who, in any other way, places himself in a situation of conflict of interest through the exercise of the role.

§ 4 The fiduciary agent who, due to circumstances after the issuance, becomes unable to continue exercising the role must immediately communicate the fact to the debenture holders and request its replacement.

Replacement, Remuneration and Supervision

Art. 67. The issuance deed shall establish the conditions for replacement and remuneration of the fiduciary agent, observing the rules issued by the Securities Commission.

Sole paragraph. The Securities Commission shall supervise the exercise of the role of fiduciary agent of issuances distributed on the market, or of debentures traded on a stock exchange or in the over-the-counter market, and may:

a) appoint a temporary substitute, in cases of vacancy;

b) suspend the fiduciary agent from its duties and provide a substitute, if it fails to fulfill its duties.

Duties and Attributions

Art. 68. The fiduciary agent represents, under the terms of this Law and the issuance deed, the community of debenture holders before the issuing company.

§ 1º The duties of the fiduciary agent are:

a) to protect the rights and interests of the debenture holders, exercising the function with the care and diligence that every active and honest man usually employs in the administration of his own property;

b) to prepare a report and make it available annually to the debenture holders, within 4 (four) months of the closing of the company's fiscal year, informing of the relevant facts occurring during the fiscal year, relating to the performance of the obligations assumed by the company, the assets guaranteeing the debentures and the constitution and application of the amortization fund, if any; the report shall also contain a statement by the agent regarding its ability to continue in the exercise of the function;

c) to notify the debenture holders, within a maximum period of 90 (ninety) days, of any default by the company of obligations assumed in the issuance deed.

c) to notify the debenture holders, within a maximum period of 60 (sixty) days, of any default by the company of obligations assumed in the issuance deed. (Amended by Law No. 10.303, of 2001)

§ 2º The issuance deed shall provide for the manner of fulfilling the duties referred to in items b and c of the preceding paragraph.

§ 3º The fiduciary agent may use any action to protect rights or defend the interests of the debenture holders, and is especially empowered, in the event of default by the company:

a) to declare, observing the conditions of the issuance deed, the debentures prematurely due and collect their principal and accessories;

b) to enforce real guarantees, receive the proceeds of collection and apply them to the payment, in whole or proportionally, of the debenture holders;

c) to request the bankruptcy of the issuing company, if there are no real guarantees;

d) to represent the debenture holders in bankruptcy, composition, intervention or extrajudicial liquidation proceedings of the issuing company, unless otherwise resolved by the debenture holders' meeting;

e) to take any necessary measures so that the debenture holders may realize their credits.

§ 4º The fiduciary agent shall be liable to the debenture holders for losses caused to them by fault or intent in the exercise of its functions.

§ 5º The fiduciary agent's credit for expenses incurred to protect rights and interests or to realize credits of the debenture holders shall be added to the debt of the issuing company, shall enjoy the same guarantees as the debentures and shall have priority over them in the order of payment.

§ 6º The clauses of the issuance deed that restrict the duties, attributions and liability of the fiduciary agent provided for in this article shall be deemed not written.

Other Functions

Art. 69. The issuance deed may also assign to the fiduciary agent the functions of authenticating the debenture certificates, administering the amortization fund, keeping in custody assets given as guarantee and making payments of interest, amortization and redemption.

Substitution of Guarantees and Amendment of the Issuance Deed

Art. 70. The substitution of assets given as guarantee, when authorized in the issuance deed, shall depend on the agreement of the fiduciary agent.

Sole paragraph. The fiduciary agent has no powers to agree to the modification of the clauses and conditions of the issuance.

SECTION VII

Debenture Holders' Meeting

Art. 71. The holders of debentures of the same issuance or series may, at any time, meet in a meeting in order to deliberate on matters of interest to the community of debenture holders.

§ 1º The debenture holders' meeting may be convened by the fiduciary agent, by the issuing company, by debenture holders representing at least 10% (ten percent) of the outstanding securities, and by the Securities Commission.

§ 2º The provisions of this Law regarding the general shareholders' meeting shall apply to the debenture holders' meeting, where applicable.

§ 3º The meeting shall be installed, on first call, with the presence of debenture holders representing at least half of the outstanding debentures, and, on second call, with any number.

§ 4º The fiduciary agent shall attend the meeting and provide the debenture holders with the information requested.

§ 5º The issuance deed shall establish the required majority, which shall not be less than half of the outstanding debentures, to approve modification in the conditions of the debentures.

§ 6º In the deliberations of the meeting, each debenture shall be entitled to one vote.

§ 7º In the hypothesis provided for in item IX of the caput of art. 59 of this Law, the counting of votes in the deliberations of the meeting shall occur by the proportional economic right held by the holder.

(Included by Law No. 14.711, of 2023)

§ 8º The Securities Commission may authorize the reduction of the quorum provided for in § 5º of this article in the case of debentures of a publicly-held company, when the ownership of the debentures is dispersed in the market.

(Included by Law No. 14.711, of 2023)

§ 9º In the hypothesis provided for in § 8º of this article, the authorization of the Securities Commission shall be mentioned in the call notices, and the deliberation with reduced quorum may only be adopted on third call.

(Included by Law No. 14.711, of 2023)

§ 10. For the purposes of the provisions of § 8º of this article, the ownership of the debentures is considered dispersed when no debenture holder holds, directly or indirectly, more than half of the debentures.

(Included by Law No. 14.711, of 2023)

Section VIII

Pledge Certificate of Debentures

Debenture certificate

(Amended by Law No. 9.457, of 1997)

Art. 72. Financial institutions authorized by the Central Bank of Brazil to carry out this type of operation may issue certificates guaranteed by the pledge of debentures, which shall confer upon their holders a credit right against the issuer, for the nominal value and the interest stipulated therein.

Art. 72. The financial institutions authorized by the Central Bank of Brazil to carry out this type of operation may issue debentures-backed notes, with their own guarantee, which will grant their holders a credit right against the issuer, for the nominal value and the interest stipulated therein. (Text given by Law No. 9.457, of 1997)

§ 1º The note may be bearer or endorsable.

§ 1º The note shall be registered, book-entry or not. (Text given by Law No. 9.457, of 1997)

§ 2º The certificate of the note shall contain the following declarations:

a) the name of the issuing financial institution and the signatures of its representatives;

b) the serial number, the place and date of issue;

c) the designation "Pledge Note of Debentures";

c) the designation Debenture Note;

(Text given by Law No. 9.457, of 1997)

d) the nominal value and the maturity date;

e) the interest, which may be fixed or variable, and the periods for its payment;

f) the place of payment of principal and interest;

g) the identification of the pledged debentures and their value;

g) the identification of the underlying debentures, their value and the guarantee constituted;

(Text given by Law No. 9.457, of 1997)

h) the name of the fiduciary agent of the debenture holders;

i) the monetary correction clause, if any;

j) the bearer clause, if this is its form;

j) the name of the holder.

(Text given by Law No. 9.457, of 1997)

SECTION IX

Issue of Debentures Abroad

Art. 73. Only with the prior approval of the Central Bank of Brazil may Brazilian companies issue debentures abroad with real or floating guarantee of assets located in the Country.

§ 1º Creditors for obligations contracted in Brazil shall have preference over credits for debentures issued abroad by foreign companies authorized to operate in the Country, unless the issue has been previously authorized by the Central Bank of Brazil and its proceeds applied in an establishment located in the national territory.

§ 2º In any case, only the principal and charges of debentures registered with the Central Bank of Brazil may be remitted abroad.

§ 3º The issue of debentures abroad, in addition to observing the requirements of article 62, requires the registration, in the real estate registry, of the place of the headquarters or establishment, of the other documents required by the laws of the place of issue, authenticated in accordance with the applicable law, legalized by the Brazilian consulate abroad and accompanied by a translation into the vernacular, made by a sworn public translator; and, in the case of a foreign company, the filing with the commercial registry and publication of the act that, in accordance with the bylaws and the law of the place of the headquarters, authorized the issue.

§ 3º The issue of debentures abroad shall also observe the requirements set forth in art. 62 of this Law, with the disclosure on the company's electronic website of the documents required by the laws of the country that issued them, which must be accompanied by their simple translation, if they have not been written in Portuguese.

(Text given by Law No. 14.711, of 2023)

§ 4º The trading, in the Brazilian capital market, of debentures issued abroad depends on prior authorization from the Securities Commission.

SECTION X

Extinction

Art. 74. The issuing company shall make, in its own books, the annotations referring to the extinction of the debentures, and shall keep filed, for a period of 5 (five) years, together with the documents relating to the extinction, the canceled certificates or the receipts of the holders of the book-entry debenture accounts.

§ 1º If the issue has a fiduciary agent, it shall be responsible for supervising the cancellation of the certificates.

§ 2º The administrators of the company shall be jointly and severally liable for the losses and damages arising from the infringement of the provisions of this article.

CHAPTER VI

Subscription Bonuses

Characteristics

Art. 75. The company may issue, within the limit of capital increase authorized in the bylaws (article 168), negotiable securities called "Subscription Bonuses".

Sole paragraph. The subscription bonuses shall grant their holders, under the conditions set forth in the certificate, the right to subscribe shares of the capital stock, which shall be exercised upon presentation of the title to the company and payment of the issue price of the shares.

Competence

Art. 76. The deliberation on the issue of subscription bonuses is the responsibility of the general meeting, if the bylaws do not attribute it to the board of directors.

Issue

Art. 77. The subscription bonuses shall be alienated by the company or attributed by it, as an additional advantage, to the subscribers of issues of its shares or debentures.

Sole paragraph. The shareholders of the company shall enjoy, under the terms of articles 171 and 172, preference to subscribe to the issue of bonuses.

Form, Ownership and Circulation

Art. 78. The subscription bonuses may have an endorsable or bearer form.

Art. 78 . The subscription bonuses shall have a registered form. (Text given by Law No. 9.457, of 1997)

Sole paragraph. The provisions of Sections V to VII of Chapter III shall apply to subscription bonuses, where applicable.

Certificates

Art. 79. The subscription bonus certificate shall contain the following declarations:

I - those provided for in numbers I to IV of article 24;

II - the designation "Subscription Bonus";

III - the serial number;

IV - the number, type and class of shares that may be subscribed, the issue price or the criteria for its determination;

V - the period in which the subscription right may be exercised and the end date of the term for such exercise;

VI - the bearer clause, if this is its form;

VII - the name of the holder and the declaration that the certificate is transferable by endorsement, if endorsable;

VIII - the date of issue of the certificate and the signatures of 2 (two) directors.

VI - the name of the holder; (Redação dada pela Lei nº 9.457, de 1997)

VII - the date of issue of the certificate and the signatures of two directors. (Amended by Law No. 9.457, of 1997)

CHAPTER VII

Formation of the Company

SECTION I

Preliminary Requirements

Art. 80. The formation of the company depends on compliance with the following preliminary requirements:

I - subscription, by at least 2 (two) persons, of all shares into which the capital stock fixed in the bylaws is divided;

II - payment, as a down payment, of at least 10% (ten percent) of the issue price of the shares subscribed in cash;

III - deposit, at Banco do Brasil S/A., or at another banking institution authorized by the Securities Commission, of the portion of the capital paid in cash.

Sole paragraph. The provision in item II does not apply to companies for which the law requires an initial payment of a larger portion of the capital stock.

Deposit of the Down Payment

Art. 81. The deposit referred to in item III of article 80 shall be made by the founder, within 5 (five) days counted from receipt of the amounts, in the name of the subscriber and in favor of the company in organization, which may only withdraw it after having acquired legal personality.

Sole paragraph. If the company is not formed within 6 (six) months from the date of the deposit, the bank shall return the deposited amounts directly to the subscribers.

SECTION II

Formation by Public Subscription

Registration of the Issue

Art. 82. The formation of a company by public subscription depends on the prior registration of the issue with the Securities Commission, and the subscription may only be carried out with the intermediation of a financial institution.

§ 1º The application for registration of the issue shall comply with the rules issued by the Securities Commission and shall be accompanied by:

a) the economic and financial feasibility study of the enterprise;

b) the draft bylaws;

c) the prospectus, prepared and signed by the founders and by the intermediary financial institution.

§ 2º The Securities Commission may condition the registration on modifications to the bylaws or the prospectus and deny it due to the infeasibility or recklessness of the enterprise, or the unsuitability of the founders.

Draft Bylaws

Art. 83. The draft bylaws shall satisfy all the requirements demanded for the contracts of commercial companies in general and those peculiar to companies, and shall contain the rules by which the company will be governed.

Prospectus

Art. 84. The prospectus shall mention, with precision and clarity, the bases of the company and the reasons justifying the expectation of success of the enterprise, and in particular:

I - the amount of the capital stock to be subscribed, the manner of its payment and the existence or not of authorization for future increase;

II - the portion of the capital to be formed with assets, the specification of such assets and the value attributed to them by the founders;

III - the number, types and classes of shares into which the capital will be divided; the par value of the shares, and the issue price of the shares;

IV - the amount of the down payment to be made at the time of subscription;

V - the obligations assumed by the founders, the contracts signed in the interest of the future company and the amounts already spent and to be spent;

VI - the special advantages, to which the founders or third parties will be entitled, and the provision of the draft bylaws that regulates them;

VII - the government authorization to form the company, if necessary;

VIII - the start and end dates of the subscription and the institutions authorized to receive the down payments;

IX - the solution provided for in the case of oversubscription;

X - the term within which the formation assembly of the company must be held, or the preliminary assembly for valuation of assets, if applicable;

XI - the name, nationality, marital status, profession and residence of the founders, or, if a legal entity, the firm name or denomination, nationality and headquarters, as well as the number and type of shares that each has subscribed,

XII - the intermediary financial institution of the offering, in whose possession the originals of the prospectus and the draft bylaws, with the documents they mention, shall be deposited, for examination by any interested party.

List, Bulletin and Down Payment

Art. 85. At the time of subscription of the shares to be paid in cash, the subscriber shall pay the down payment and sign the list or individual bulletin authenticated by the institution authorized to receive the down payments, identifying himself by name, nationality, residence, marital status, profession and identity document, or, if a legal entity, by firm name or denomination, nationality and headquarters, and shall specify the number of shares subscribed, their type and class, if there is more than one, and the total amount of the down payment.

Sole paragraph. The subscription may be made, under the conditions provided for in the prospectus, by letter to the institution, with the declarations prescribed in this article and payment of the down payment.

§ 1º The subscription may be made, under the conditions provided for in the prospectus, by letter to the institution, accompanied by the declarations referred to in this article and payment of the down payment. (Included by Provisional Measure No. 881, of 2019)

§ 1º The subscription may be made, under the conditions provided for in the prospectus, by letter to the institution, accompanied by the declarations referred to in this article and payment of the down payment.

(Included by Law No. 13.874, of 2019)

§ 2 The signature of the list or bulletin referred to in the caput shall be waived in the case of a public offering whose settlement occurs through a system administered by an entity administering organized securities markets. (Included by Provisional Measure No. 881, of 2019)

§ 2 The signature of the list or bulletin referred to in the

caput of this article shall be waived in the case of a public offering whose settlement occurs through a system administered by an entity administering organized securities markets.

(Included by Law No. 13,874, of 2019)

Calling of the General Meeting

Art. 86. Once the subscription is closed and the entire share capital has been subscribed, the founders shall call the general meeting, which shall:

I - carry out the valuation of the assets, if applicable (article 8);

II - deliberate on the incorporation of the company.

Sole paragraph. The notices of call shall mention the time, date and place of the meeting and shall be inserted in the newspapers in which the public offering of subscription was advertised.

Incorporation Meeting

Art. 87. The incorporation meeting shall be installed, on first call, with the presence of subscribers representing at least half of the share capital, and, on second call, with any number. (See Decree-Law No. 2,296, of 1986)

§ 1 At the meeting, presided over by one of the founders and with a subscriber acting as secretary, the deposit receipt referred to in item III of article 80 shall be read, and the draft articles of association shall be discussed and voted upon.

§ 2 Each share, regardless of its type or class, entitles the holder to one vote; the majority has no power to amend the draft articles of association.

§ 3 If it is verified that the legal formalities have been observed and there is no opposition from subscribers representing more than half of the share capital, the chairman shall declare the company incorporated, and the election of the directors and fiscal officers shall then proceed.

§ 4 The minutes of the meeting, drawn up in duplicate, after being read and approved by the meeting, shall be signed by all subscribers present, or by as many as are sufficient for the validity of the resolutions; one copy shall remain in the possession of the company and the other shall be destined for the commercial registry.

SECTION III

Incorporation by Private Subscription

Art. 88. The incorporation of the company by private subscription of capital may be carried out by resolution of the subscribers in a general meeting or by public deed, and all subscribers shall be considered founders.

§ 1 If the form chosen is that of a general meeting, the provisions of articles 86 and 87 shall be observed, and the draft articles of association, signed in duplicate by all subscribers of the capital, and the lists or subscription bulletins for all shares shall be delivered to the meeting.

§ 2 If the public deed is preferred, it shall be signed by all subscribers and shall contain:

a) the qualification of the subscribers, under the terms of article 85;

b) the articles of association of the company;

c) the list of shares taken by the subscribers and the amount of the paid-in capital contributions;

d) the transcription of the deposit receipt referred to in item III of article 80;

e) the transcription of the experts' valuation report, if there has been subscription of the share capital in assets (article 8);

f) the appointment of the first directors and, where applicable, the fiscal officers.

SECTION IV

General Provisions

Art. 89. The contribution of real property to form the share capital does not require a public deed.

Art. 90. The subscriber may be represented at the general meeting or in the public deed by an attorney with special powers.

Art. 91. In acts and publications relating to a company in the process of incorporation, its name shall be followed by the clause "in organization".

Art. 92. The founders and the financial institutions that participate in the incorporation by public subscription shall be liable, within the scope of their respective duties, for the losses resulting from the non-observance of legal provisions.

Sole paragraph. The founders shall be jointly and severally liable for the loss arising from fault or fraud in acts or operations prior to incorporation.

Art. 93. The founders shall deliver to the first elected directors all documents, books or papers relating to the incorporation of the company or belonging to it.

CHAPTER VIII

Complementary Formalities of Incorporation,

Filing and Publication

Art. 94. No company may operate without its constitutive acts being filed and published.

Company Incorporated by Meeting

Art. 95. If the company has been incorporated by resolution in a general meeting, the following shall be filed with the commercial registry of the place of its head office:

I - one copy of the articles of association, signed by all subscribers (article 88, § 1) or, if the subscription has been public, the originals of the articles of association and the prospectus, signed by the founders, as well as the newspaper in which they were published;

II - the complete list, authenticated by the founders or by the chairman of the meeting, of the subscribers of the share capital, with the qualification, number of shares and the total contribution of each subscriber (article 85);

III - the deposit receipt referred to in item III of article 80;

IV - duplicate of the minutes of the meetings held for the valuation of assets, where applicable (article 8);

V - duplicate of the minutes of the general meeting of subscribers that resolved the incorporation of the company (article 87).

Company Incorporated by Public Deed

Art. 96. If the company has been incorporated by public deed, the filing of a certified copy of the instrument shall suffice.

Commercial Registry

Art. 97. It is incumbent upon the commercial registry to examine whether the legal requirements have been observed in the incorporation of the company, as well as whether the articles of association contain clauses contrary to law, public order and good customs.

§ 1º If the filing is denied, due to non-compliance with a legal requirement or prescription or due to an irregularity verified in the constitution of the company, the first administrators must immediately convene the general meeting to remedy the omission or irregularity, or authorize the necessary measures. The installation and functioning of the meeting shall comply with the provisions of article 87, and the resolution must be taken by shareholders representing at least half of the share capital. If the omission is in the bylaws, it may be remedied at the same meeting, which shall also deliberate on whether the company should pursue civil liability of the founders (article 92).

§ 2º With the 2nd copy of the minutes of the meeting and proof that the omission or irregularity has been remedied, the commercial registry shall proceed with the filing of the constitutive acts of the company.

§ 3º The creation of branches, subsidiaries or agencies, observing the provisions of the bylaws, shall be filed with the commercial registry.

Publication and Transfer of Assets

Art. 98. Once the documents relating to the constitution of the company are filed, its administrators shall, within the following 30 (thirty) days, arrange for their publication, as well as a certificate of filing, in an official gazette of the location of its headquarters.

§ 1° A copy of the official gazette must be filed with the commercial registry.

§ 2º The certificate of the constitutive acts of the company, issued by the commercial registry where they were filed, shall be the proper document for the transfer, by transcription in the competent public registry, of the assets with which the subscriber has contributed to the formation of the share capital (article 8, § 2º).

§ 3º The minutes of the general meeting that approves the incorporation must identify the asset precisely, but may describe it summarily, provided it is supplemented by a declaration, signed by the subscriber, containing all elements necessary for transcription in the public registry.

Liability of the First Administrators

Art. 99. The first administrators are jointly and severally liable to the company for losses caused by delay in complying with the formalities complementary to its constitution.

Sole paragraph. The company is not liable for acts or operations performed by the first administrators before the constitution formalities are fulfilled, but the general meeting may resolve otherwise.

CHAPTER IX

Corporate Books

Art. 100. The company must have, in addition to the books required for any merchant, the following, with the same legal formalities:

I - the books of "Registry of Registered Shares" and "Registry of Endorsable Shares", for registration, annotation or record:

I - the book of Registry of Registered Shares, for registration, annotation or record:

(Text as amended by Law No. 9.457, of 1997)

a) of the name of the shareholder and the number of their shares;

b) of the paid-in capital contributions or installments;

c) of conversions of shares, from one form, type or class to another;

c) of conversions of shares, from one type or class to another; (Text as amended by Law No. 9.457, of 1997)

d) of the redemption, reimbursement and amortization of shares, or of their acquisition by the company;

e) of the mutations resulting from the sale or transfer of shares;

f) of the pledge, usufruct, trust, fiduciary assignment as security or any encumbrance that burdens the shares or hinders their negotiation.

II - the book of "Transfer of Registered Shares", for recording the terms of transfer, which must be signed by the transferor and the transferee or their legitimate representatives;

III - the book of "Registry of Registered Beneficiary Shares" and the book of "Transfer of Registered Beneficiary Shares", if they have been issued, observing, in both, where applicable, the provisions of items I and II of this article;

IV - the books of "Registry of Endorsable Beneficiary Shares", "Registry of Endorsable Debentures" and "Registry of Endorsable Subscription Bonuses", if they have been issued by the company, observing, where applicable, the provisions on the "Book of Registry of Endorsable Shares";

V - the book of "Minutes of General Meetings";

VI - the book of "Attendance of Shareholders";

VII - the books of "Minutes of Meetings of the Board of Directors", if any, and of "Minutes of Meetings of the Executive Board";

VIII - the book of "Minutes and Opinions of the Fiscal Council".

IV - the book of Minutes of General Meetings; (Text as amended by Law No. 9.457, of 1997)

V - the book of Attendance of Shareholders; (Text as amended by Law No. 9.457, of 1997)

VI - the books of Minutes of Meetings of the Board of Directors, if any, and of Minutes of Meetings of the Executive Board; (Text as amended by Law No. 9.457, of 1997)

VII - the book of Minutes and Opinions of the Fiscal Council. (Text as amended by Law No. 9.457, of 1997)

§ 1º Certificates of the entries contained in the books mentioned in items I to IV shall be given to any person, and the company may charge the cost of the service.

§ 1º Certificates of the entries contained in the books mentioned in items I to III shall be given to any person, provided they are intended for the defense of rights and clarification of situations of personal interest or of the shareholders or of the securities market, and the company may charge the cost of the service, and in case of denial of the request by the company, an appeal may be made to the Securities Commission. (Text as amended by Law No. 9.457, of 1997)

§ 2º In publicly held companies, the books referred to in items I to IV of this article may be replaced, observing the rules issued by the Securities Commission, by mechanized or electronic records.

§ 2º In publicly held companies, the books referred to in items I to III of the caput of this article may be replaced, observing the rules issued by the Securities Commission, by mechanized or electronic records. (Text as amended by Law No. 9.457, of 1997)

§ 2 In publicly held companies, the books referred to in items I to V of the caput of this article may be replaced, subject to the rules issued by the Securities Commission, by mechanized or electronic records.

(Text given by Law No. 12.431, of 2011).

§ 3 In privately held companies, the books referred to in items I, II, III, IV and V of the caput of this article may be replaced by mechanized or electronic records, in accordance with the regulation.

(Included by Law No. 14.195, of 2021)

Bookkeeping of the Issuing Agent

Art. 101. The certificate issuing agent (article 27) may replace the books referred to in items I to IV of article 100 with its own bookkeeping and maintain, through adequate systems approved by the Securities Commission, the records of ownership of shares, beneficiary parts, debentures and subscription bonuses, and must once a year prepare a list of their holders, with the number of securities of each one, which shall be bound, authenticated at the commercial registry and filed with the company.

Art. 101.

The certificate issuing agent (art. 27) may replace the books referred to in items I to III of art. 100 with its own bookkeeping and maintain, through adequate systems approved by the Securities Commission, the records of ownership of shares, beneficiary parts, debentures and subscription bonuses, and must once a year prepare a list of their holders, with the number of securities of each one, which shall be bound, authenticated at the commercial registry and filed with the company.

(Text given by Law No. 9.457, of 1997)

§ 1 The terms of transfer of registered shares before the issuing agent may be drawn up on loose sheets, upon presentation of the share certificate, on which the transfer and the name and qualification of the acquirer shall be recorded.

§ 2 The terms of transfer on loose sheets shall be bound in chronological order, in books authenticated at the commercial registry and filed with the issuing agent.

Book-Entry Shares

Art. 102. The financial institution depositary of book-entry shares shall provide the company, at least once a year, with a copy of the statements of the share deposit accounts and the list of shareholders with the quantity of their respective shares, which shall be bound in books authenticated at the commercial registry and filed with the financial institution.

Inspection and Doubts in the Registry

Art. 103. It is incumbent upon the company to verify the regularity of transfers and the creation of rights or liens over securities of its issuance; in the cases of articles 27 and 34, this attribution belongs, respectively, to the certificate issuing agent and the financial institution depositary of book-entry shares.

Sole paragraph. Doubts raised between the shareholder, or any interested party, and the company, the certificate issuing agent or the financial institution depositary of book-entry shares, regarding the recordings ordered by this Law, or about annotations, entries or transfers of shares, beneficiary parts, debentures, or subscription bonuses, in the registry or transfer books, shall be resolved by the competent judge to settle doubts raised by the officers of public registries, except for questions pertaining to the substance of the right.

Liability of the Company

Art. 104. The company is liable for losses caused to interested parties by defects or irregularities found in the books referred to in items I to IV of article 100.

Art. 104. The company is liable for losses caused to interested parties by defects or irregularities found in the books referred to in items I to III of art. 100.

(Text given by Law No. 9.457, of 1997)

Sole paragraph. The company shall endeavor so that the acts of issuance and replacement of certificates, and of transfers and recordings in the corporate books, are carried out in the shortest possible time, not exceeding that fixed by the Securities Commission, and shall be liable to shareholders and third parties for losses arising from culpable delays.

Exhibition of Books

Art. 105. The full exhibition of the company's books may be ordered by court whenever, upon request of shareholders representing at least 5% (five percent) of the share capital, acts violating the law or the bylaws are pointed out, or there is founded suspicion of serious irregularities practiced by any of the company's bodies.

CHAPTER X

Shareholders

SECTION I

Obligation to Pay In the Capital

Conditions and Default

Art. 106. The shareholder is obliged to pay in, under the conditions set forth in the bylaws or the subscription bulletin, the contribution corresponding to the shares subscribed or acquired.

§ 1 If the bylaws and the bulletin are silent as to the amount of the contribution and the term or date of payment, it shall be incumbent upon the management bodies to make a call, by notices published in the press, at least 3 (three) times, fixing a term, not less than 30 (thirty) days, for payment.

§ 2 The shareholder who does not make the payment under the conditions set forth in the bylaws or bulletin, or in the call, shall be automatically in default, subject to the payment of interest, monetary correction and the fine determined by the bylaws, which shall not exceed 10% (ten percent) of the amount of the contribution.

Defaulting Shareholder

Art. 107. Upon verification of the shareholder's default, the company may, at its choice:

I - institute against the shareholder, and those jointly liable with him (article 108), an execution proceeding to collect the amounts due, with the subscription bulletin and the call notice serving as an extrajudicial title under the Code of Civil Procedure; or

II - order the sale of the shares on a stock exchange, at the shareholder's account and risk.

§ 1º Any provision of the articles of association or of the subscription form that excludes or limits the exercise of the option provided for in this article shall be deemed not written with respect to the company, but the subscriber in good faith shall have an action against those responsible for the provision to recover losses and damages suffered, without prejudice to any criminal liability applicable in the case.

§ 2º The sale shall be made at a special auction on the stock exchange of the place of the registered office, or, if there is none, on the nearest one, after notice published 3 (three) times, with a minimum advance notice of 3 (three) days. From the proceeds of the sale, the expenses of the operation and, if provided for in the articles of association, interest, monetary correction and fine shall be deducted, with the balance remaining at the disposal of the former shareholder, at the company's registered office.

§ 3º The company is permitted, even after judicial collection has begun, to have the share sold on a stock exchange; the company may also pursue judicial collection if the shares offered on the exchange do not find a buyer, or if the price obtained is not sufficient to pay the shareholder's debts.

§ 4º If the company fails, by any of the means provided for in this article, to obtain payment in full of the shares, it may declare them lapsed and appropriate the payments made, paying them in full with profits or reserves, except the legal reserve; if it does not have sufficient profits and reserves, it shall have a period of 1 (one) year to place the forfeited shares, at the end of which, if no buyer has been found, the general meeting shall resolve on the reduction of capital in the corresponding amount.

Liability of Transferors

Art. 108. Even when the shares are traded, the transferors shall remain liable, jointly and severally with the acquirers, for the payment of the installments remaining to pay in full the transferred shares.

Sole paragraph. Such liability shall cease, with respect to each transferor, at the end of 2 (two) years counted from the date of transfer of the shares.

SECTION II

Essential Rights

Art. 109. Neither the articles of association nor the general meeting may deprive the shareholder of the rights to:

I - participate in the company's profits;

II - participate in the company's assets, in the event of liquidation;

III - supervise, in the manner provided for in this Law, the management of corporate business;

IV - preference for subscribing shares, beneficiary parts convertible into shares, debentures convertible into shares and subscription bonuses, subject to the provisions of articles 171 and 172; (See Law No. 12,838, of 2013)

V - withdraw from the company in the cases provided for in this Law.

§ 1º The shares of each class shall confer equal rights on their holders.

§ 2º The means, proceedings or actions that the law grants the shareholder to secure his rights may not be removed by the articles of association or by the general meeting.

§ 3º The company's articles of association may provide that divergences between the shareholders and the company, or between controlling shareholders and minority shareholders, may be resolved by arbitration, under the terms they specify. (Included by Law No. 10,303, of 2001)

SECTION III

Right to Vote

General Provisions

Art. 110. Each common share corresponds to 1 (one) vote in the deliberations of the general meeting.

§ 1º The articles of association may establish a limitation on the number of votes of each shareholder.

§ 2º It is prohibited to assign plural voting to any class of shares.

(Repealed by Law No. 14,195, of 2021)

Art. 110-A. The creation of one or more classes of common shares with assignment of plural voting, not exceeding 10 (ten) votes per common share, is permitted:

(Included by Law No. 14,195, of 2021)

I - in the closed company; and

(Included by Law No. 14,195, of 2021)

II - in the publicly held company, provided that the creation of the class occurs prior to the trading of any shares or securities convertible into shares issued by it on organized securities markets.

(Included by Law No. 14,195, of 2021)

§ 1º The creation of a class of common shares with assignment of plural voting depends on the favorable vote of shareholders representing:

(Included by Law No. 14,195, of 2021)

I - at least half of the total votes conferred by shares with voting rights; and

(Included by Law No. 14,195, of 2021)

II - at least half of the preferred shares without voting rights or with restricted voting, if issued, assembled in a special meeting convened and installed with the formalities of this Law.

(Included by Law No. 14,195, of 2021)

§ 2º In the deliberations referred to in § 1º of this article, dissenting shareholders shall be assured the right to withdraw from the company upon reimbursement of the value of their shares under the terms of art. 45 of this Law, unless the creation of the class of common shares with assignment of plural voting is already provided for or authorized by the articles of association.

(Included by Law No. 14,195, of 2021)

§ 3º The articles of association of the company, publicly held or closed, under the terms of items I and II of the caput of this article, may require a greater quorum for the deliberations referred to in § 1º of this article.

(Included by Law No. 14,195, of 2021)

§ 4º The listing of companies that adopt plural voting and the admission of securities issued by them in a listing segment of organized markets shall be subject to compliance with the rules issued by the respective managing entities, which shall provide transparency regarding the status of such publicly held companies.

(Included by Law No. 14,195, of 2021)

§ 5º After the beginning of trading of the shares or of the securities convertible into shares on organized securities markets, it is prohibited to alter the characteristics of the class of common shares with assignment of plural voting, except to reduce the respective rights or advantages.

(Included by Law No. 14,195, of 2021)

§ 6º Shareholders are permitted to stipulate in the articles of association the end of the effectiveness of plural voting conditioned on an event or a term, subject to the provisions of §§ 7º and 8º of this article.

(Included by Law No. 14,195, of 2021)

§ 7. The plural vote attributed to common shares shall have an initial term of up to 7 (seven) years, extendable for any period, provided that:

(Included by Law No. 14,195, of 2021)

I - the provisions of §§ 1 and 3 of this article are observed for the approval of the extension;

(Included by Law No. 14,195, of 2021)

II - the holders of shares of the class whose plural vote is intended to be extended are excluded from the voting; and

(Included by Law No. 14,195, of 2021)

III - dissenting shareholders are assured, in the cases of extension, the right provided for in § 2 of this article.

(Included by Law No. 14,195, of 2021)

§ 8. Shares of a class with plural vote shall be automatically converted into common shares without plural vote in the event of:

(Included by Law No. 14,195, of 2021)

I - transfer, for any reason, to third parties, except in cases where:

(Included by Law No. 14,195, of 2021)

a) the transferor remains indirectly as the sole holder of such shares and in control of the political rights conferred by them;

(Included by Law No. 14,195, of 2021)

b) the third party is a holder of the same class of shares with plural vote transferred to it; or

(Included by Law No. 14,195, of 2021)

c) the transfer occurs under the fiduciary ownership regime for the purpose of establishing centralized deposit; or

(Included by Law No. 14,195, of 2021)

II - the shareholders' agreement or contract, between holders of shares with plural vote and shareholders who are not holders of shares with plural vote, provides for the joint exercise of voting rights.

(Included by Law No. 14,195, of 2021)

§ 9. When the law expressly indicates quorums based on a percentage of shares or of the capital stock, without mentioning the number of votes conferred by the shares, the respective calculation shall disregard the plurality of votes.

(Included by Law No. 14,195, of 2021)

§ 10. (VETOED).

(Included by Law No. 14,195, of 2021)

§ 11. The following operations are prohibited:

(Included by Law No. 14,195, of 2021)

I - merger, merger of shares, and consolidation of a publicly held company that does not adopt plural vote, and whose shares or securities convertible into shares are traded in organized markets, into a company that adopts plural vote;

(Included by Law No. 14,195, of 2021)

II - spin-off of a publicly held company that does not adopt plural vote, and whose shares or securities convertible into shares are traded in organized markets, for the incorporation of a new company adopting plural vote, or merger of the spun-off portion into a company that adopts it.

(Included by Law No. 14,195, of 2021)

§ 12. Plural vote shall not be adopted in votes by the shareholders' meeting that deliberates on:

(Included by Law No. 14,195, of 2021)

I - the remuneration of the administrators; and

(Included by Law No. 14,195, of 2021)

II - the execution of transactions with related parties that meet the relevance criteria to be defined by the Securities and Exchange Commission.

(Included by Law No. 14,195, of 2021)

§ 13. The bylaws shall establish, in addition to the number of shares of each type and class into which the capital stock is divided, at least:

(Included by Law No. 14,195, of 2021)

I - the number of votes attributed per share of each class of common shares with voting rights, respecting the limit set forth in the caput of this article;

(Included by Law No. 14,195, of 2021)

II - the term of duration of the plural vote, observing the limit provided for in § 7 of this article, as well as any qualified quorum to deliberate on extensions, pursuant to § 3 of this article; and

(Included by Law No. 14,195, of 2021)

III - if applicable, other events of termination of the plural vote conditioned on an event or term, in addition to those provided for in this article, as authorized by § 6 of this article.

(Included by Law No. 14,195, of 2021)

§ 14. The provisions relating to plural vote do not apply to public companies, mixed-capital companies, their subsidiaries, and companies controlled directly or indirectly by the government.

(Included by Law No. 14,195, of 2021)

Preferred Shares

Art. 111. The bylaws may cease to confer upon preferred shares some or all of the rights recognized for common shares, including voting rights, or confer them with restrictions, observing the provisions of Article 109.

§ 1. Preferred shares without voting rights shall acquire the exercise of such right if the company, for the period provided for in the bylaws, not exceeding 3 (three) consecutive fiscal years, fails to pay the fixed or minimum dividends to which they are entitled, a right they shall retain until payment, if such dividends are not cumulative, or until the cumulative ones in arrears are paid.

§ 2. In the same event and under the same condition of § 1, preferred shares with restricted voting rights shall have the limitations on the exercise of such right suspended.

§ 3. The bylaws may stipulate that the provisions of §§ 1 and 2 shall be effective from the completion of the implementation of the company's initial venture.

Non-Exercise of Voting by Bearer Shares

Art. 112. Only holders of registered endorsable and book-entry shares may exercise the right to vote.

Sole paragraph. Holders of preferred bearer shares who acquire voting rights in accordance with the provisions of §§ 1 and 2 of Article 111, and while they enjoy such rights, may convert the shares into registered or endorsable shares, regardless of statutory authorization.

Voting of Pledged and Fiduciarily Transferred Shares

Art. 113. The pledge of the share does not prevent the shareholder from exercising the right to vote; however, it shall be lawful to establish, in the contract, that the shareholder may not, without the consent of the pledgee, vote on certain deliberations.

Sole paragraph. The secured creditor by fiduciary transfer of the share may not exercise the right to vote; the debtor may exercise it only in accordance with the contract.

Voting of Shares Encumbered with Usufruct

Art. 114. The voting right of a share encumbered with usufruct, if not regulated in the act of constitution of the encumbrance, may only be exercised upon prior agreement between the owner and the usufructuary.

Abuse of Voting Rights and Conflict of Interests

Art. 115. The shareholder must exercise the right to vote in the interest of the company; the vote exercised with the purpose of causing damage to the company or to other shareholders, or of obtaining, for himself or for another, an advantage to which he is not entitled and which results, or may result, in a loss to the company or to other shareholders, shall be considered abusive.

Art. 115. The shareholder must exercise the right to vote in the interest of the company; the vote exercised with the purpose of causing damage to the company or to other shareholders, or of obtaining, for himself or for another, an advantage to which he is not entitled and which results, or may result, in a loss to the company or to other shareholders, shall be considered abusive. (Wording given by Law No. 10.303, of 2001)

§ 1 The shareholder may not vote in the deliberations of the general meeting relating to the appraisal report of assets with which he contributes to the formation of the share capital and to the approval of his accounts as administrator, nor in any others that may benefit him in a particular way, or in which he has an interest conflicting with that of the company.

§ 2 If all subscribers are co-owners of an asset with which they contributed to the formation of the share capital, they may approve the appraisal report, without prejudice to the liability referred to in § 6 of Article 8.

§ 3 The shareholder is liable for damages caused by the abusive exercise of the right to vote, even if his vote has not prevailed.

§ 4 The resolution taken as a result of the vote of a shareholder who has an interest conflicting with that of the company is voidable; the shareholder shall be liable for the damages caused and shall be obliged to transfer to the company the advantages he has obtained.

§ 5 (VETOED) (Included by Law No. 10.303, of 2001)

§ 6 (VETOED) (Included by Law No. 10.303, of 2001)

§ 7 (VETOED) (Included by Law No. 10.303, of 2001)

§ 8 (VETOED) (Included by Law No. 10.303, of 2001)

§ 9 (VETOED) (Included by Law No. 10.303, of 2001)

§ 10. (VETOED) (Included by Law No. 10.303, of 2001)

SECTION IV

Controlling Shareholder

Duties

Art. 116. A controlling shareholder is understood to be a person, natural or legal, or a group of persons bound by a voting agreement, or under common control, who:

a) holds shareholder rights that ensure him, on a permanent basis, the majority of votes in the deliberations of the general meeting and the power to elect the majority of the company's administrators; and

b) effectively uses his power to direct the corporate activities and guide the functioning of the company's bodies.

Sole paragraph. The controlling shareholder must use his power for the purpose of making the company achieve its object and fulfill its social function, and has duties and responsibilities towards the other shareholders of the company, those who work in it and the community in which it operates, whose rights and interests he must loyally respect and attend to.

Art. 116-A. The controlling shareholder of a publicly held company and the shareholders, or group of shareholders, who elect a member of the board of directors or a member of the fiscal council, must immediately inform the Securities and Exchange Commission and the Stock Exchanges or organized over-the-counter market entities in which the securities issued by the company are admitted to trading of any changes in their shareholding position in the company, under the

conditions and in the form determined by the Securities and Exchange Commission. (Included by Law No. 10.303, of 2001)

Liability

Art. 117. The controlling shareholder is liable for damages caused by acts performed with abuse of power.

§ 1 The following are forms of abusive exercise of power:

a) directing the company towards a purpose unrelated to its corporate object or harmful to the national interest, or leading it to favor another company, Brazilian or foreign, to the detriment of the participation of minority shareholders in the profits or in the company's assets, or of the national economy;

b) promoting the liquidation of a prosperous company, or the transformation, incorporation, merger or spin-off of the company, with the purpose of obtaining, for himself or for another, an undue advantage, to the detriment of the other shareholders, those who work in the company or investors in securities issued by the company;

c) promoting an amendment to the bylaws, issuance of securities or adoption of policies or decisions that do not have as their purpose the interest of the company and aim to cause harm to minority shareholders, those who work in the company or investors in securities issued by the company;

d) electing an administrator or fiscal council member whom he knows to be unfit, morally or technically;

e) inducing, or attempting to induce, an administrator or fiscal council member to perform an illegal act, or, failing to comply with his duties defined in this Law and in the bylaws, promoting, against the interest of the company, its ratification by the general meeting;

f) contracting with the company, directly or through another, or through a company in which he has an interest, under favorable or non-equitable conditions;

g) approving or having approved irregular accounts of administrators, for personal favor, or failing to investigate a complaint that he knows or should know to be well-founded, or that justifies a founded suspicion of irregularity.

h) subscribing shares, for the purposes of the provisions of art. 170, with payment in assets unrelated to the company's corporate object.

(Included by Law No. 9.457, of 1997)

§ 2 In the case of letter e of § 1, the administrator or fiscal council member who performs the illegal act is jointly liable with the controlling shareholder.

§ 3 The controlling shareholder who holds a position as administrator or fiscal council member also has the duties and responsibilities inherent to the position.

SECTION V

Shareholders' Agreement

Art. 118. Shareholders' agreements regarding the purchase and sale of their shares, preference to acquire them, or exercise of the right to vote, must be observed by the company when filed at its headquarters.

Art. 118. Shareholders' agreements regarding the purchase and sale of their shares, preference to acquire them, exercise of voting rights, or control power must be observed by the company when filed at its headquarters. (Text given by Law No. 10,303, of 2001)

§ 1 The obligations or charges arising from these agreements shall only be enforceable against third parties after being recorded in the registration books and on the share certificates, if issued.

§ 2 These agreements may not be invoked to exempt the shareholder from liability in the exercise of voting rights (Article 115) or control power (Articles 116 and 117).

§ 3 Under the conditions provided in the agreement, shareholders may seek specific performance of the obligations assumed.

§ 4 Shares recorded under the terms of this article may not be traded on a stock exchange or in the over-the-counter market.

§ 5 In the annual report, the management bodies of the publicly held company shall inform the general meeting of the provisions on the policy of reinvestment of profits and distribution of dividends contained in shareholders' agreements filed with the company.

§ 6 A shareholders' agreement whose term is fixed based on a term or resolutory condition may only be terminated according to its stipulations. (Included by Law No. 10,303, of 2001)

§ 7 The mandate granted under the terms of a shareholders' agreement to cast, at a general or special meeting, a vote against or in favor of a certain resolution may provide for a term longer than that set forth in § 1 of Art. 126 of this Law. (Included by Law No. 10,303, of 2001)

§ 8 The chairman of the general meeting or of the company's collegiate decision-making body shall not count a vote cast in violation of a duly filed shareholders' agreement. (Included by Law No. 10,303, of 2001)

§ 9 The failure to attend the general meeting or meetings of the company's management bodies, as well as abstentions from voting by any party to a shareholders' agreement or by members of the board of directors elected under the terms of a shareholders' agreement, ensures the aggrieved party the right to vote with the shares belonging to the absent or omissive shareholder and, in the case of a member of the board of directors, by the director elected with the votes of the aggrieved party. (Included by Law No. 10,303, of 2001)

§ 10. Shareholders bound by a shareholders' agreement shall indicate, at the time of filing, a representative to communicate with the company, to provide or receive information, when requested. (Included by Law No. 10,303, of 2001)

§ 11. The company may request from the members of the agreement clarification on its clauses. (Included by Law No. 10,303, of 2001)

SECTION VI

Representation of Shareholder Resident or Domiciled Abroad

Art. 119. A shareholder resident or domiciled abroad must maintain, in the country, a representative with powers to receive service of process in actions against them, brought based on the provisions of this Law.

Sole paragraph. The exercise, in Brazil, of any of the shareholder's rights confers upon the attorney-in-fact or legal representative the capacity to receive judicial service of process.

SECTION VII

Suspension of the Exercise of Rights

Art. 120. The general meeting may suspend the exercise of the rights of a shareholder who fails to fulfill an obligation imposed by law or by the bylaws, and the suspension shall cease as soon as the obligation is fulfilled.

CHAPTER XI

General Meeting

SECTION I

General Provisions

Art. 121. The general meeting, convened and installed in accordance with the law and the bylaws, has the power to decide all business relating to the company's purpose and to take the resolutions it deems convenient for its defense and development.

Sole paragraph. In publicly held companies, the shareholder may participate and vote remotely in the general meeting, under the terms of the regulations of the Securities Commission. (Included by Law No. 12,431, of 2011).

(Repealed by Provisional Measure No. 931, of 2020)

§ 1 In publicly held companies, the shareholder may participate and vote remotely in the general meeting, under the terms set forth in the regulations of the Securities Commission. (Included by Provisional Measure No. 931, of 2020)

§ 2 In closely held companies, the shareholder may participate and vote remotely in the general meeting, under the terms set forth in the regulations of the National Department of Business Registration and Integration of the Special Secretariat for Debureaucratization, Management and Digital Government of the Ministry of Economy. (Included by Provisional Measure No. 931, of 2020)

Sole paragraph. In companies, publicly and closely held, the shareholder may participate and vote remotely in the general meeting, under the terms of the regulations of the Securities Commission and of the competent body of the federal Executive Branch, respectively.

(Text given by Law No. 14,030, of 2020).

Exclusive Competence

Art. 122. The general meeting has exclusive competence to:

Art. 122. The general meeting has exclusive competence to: (Text given by Law No. 10,303, of 2001)

Art. 122. The general meeting has exclusive competence to: (Text given by Law No. 12,431, of 2011).

I - amend the bylaws;

I - amend the bylaws; (Text given by Law No. 10,303, of 2001)

II - elect or dismiss, at any time, the company's officers and fiscal council members, except as provided in item II of Article 142;

II - elect or dismiss, at any time, the company's officers and fiscal council members, except as provided in item II of Art. 142; (Text given by Law No. 10,303, of 2001)

III - annually take the accounts of the officers, and deliberate on the financial statements presented by them;

III - annually take the accounts of the officers and deliberate on the financial statements presented by them; (Text given by Law No. 10,303, of 2001)

IV - authorize the issuance of debentures;

IV - authorize the issuance of debentures, except as provided in § 1 of Art. 59; (Text given by Law No. 10,303, of 2001)

IV - to authorize the issuance of debentures, except as provided in §§ 1, 2 and 4 of art. 59; (Amended by Law No. 12,431, of 2011).

(See Law No. 12,838, of 2013)

V - to suspend the exercise of shareholder rights (article 120);

V - to suspend the exercise of shareholder rights (art. 120); (Amended by Law No. 10,303, of 2001)

VI - to deliberate on the valuation of assets with which the shareholder contributes to the formation of the share capital;

VI - to deliberate on the valuation of assets with which the shareholder contributes to the formation of the share capital; (Amended by Law No. 10,303, of 2001)

VII - to authorize the issuance of beneficiary parts;

VII - to authorize the issuance of beneficiary parts; (Amended by Law No. 10,303, of 2001)

VIII - to deliberate on the transformation, merger, incorporation and spin-off of the company, its dissolution and liquidation, to elect and dismiss liquidators and to judge their accounts;

VIII - to deliberate on the transformation, merger, incorporation and spin-off of the company, its dissolution and liquidation, to elect and dismiss liquidators and to judge their accounts; and (Amended by Law No. 10,303, of 2001)

VIII - to deliberate on the transformation, merger, incorporation and spin-off of the company, its dissolution and liquidation, to elect and dismiss liquidators and to judge their accounts; (Amended by Provisional Measure No. 1,040, of 2021)

VIII - to deliberate on the transformation, merger, incorporation and spin-off of the company, its dissolution and liquidation, to elect and dismiss liquidators and to judge their accounts;

(Amended by Law No. 14,195, of 2021)

IX - to authorize the administrators to confess bankruptcy and request concordata.

IX - to authorize the administrators to confess bankruptcy and request concordata. (Amended by Law No. 10,303, of 2001)

IX - to authorize the administrators to confess bankruptcy and to request judicial reorganization; and (Amended by Provisional Measure No. 1,040, of 2021)

IX - to authorize the administrators to confess bankruptcy and to request judicial reorganization; and

(Amended by Law No. 14,195, of 2021)

X - to deliberate, in the case of publicly held companies, on: (Included by Provisional Measure No. 1,040, of 2021)

a) the disposal or contribution to another company of assets, if the value of the transaction corresponds to more than 50% (fifty percent) of the value of the company's total assets recorded in the last approved balance sheet; and (Included by Provisional Measure No. 1,040, of 2021)

b) the entering into of transactions with related parties that meet the relevance criteria to be defined by the Securities Commission. (Included by Provisional Measure No. 1,040, of 2021)

X - to deliberate, in the case of publicly held companies, on the entering into of transactions with related parties, the disposal or contribution to another company of assets, if the value of the transaction corresponds to more than 50% (fifty percent) of the value of the company's total assets recorded in the last approved balance sheet.

(Amended by Law No. 14,195, of 2021)

Sole paragraph. In case of urgency, the confession of bankruptcy or the request for concordata may be filed by the administrators, with the agreement of the controlling shareholder, if any, immediately convening the general meeting to express its opinion on the matter.

Sole paragraph. In case of urgency, the confession of bankruptcy or the request for concordata may be filed by the administrators, with the agreement of the controlling shareholder, if any, immediately convening the general meeting to express its opinion on the matter. (Amended by Law No. 10,303, of 2001)

Sole paragraph. In case of urgency, the confession of bankruptcy or the request for judicial reorganization may be filed by the administrators, with the agreement of the controlling shareholder, if any, in which case the general meeting shall be convened immediately to deliberate on the matter. (Amended by Provisional Measure No. 1,040, of 2021)

Sole paragraph. In case of urgency, the confession of bankruptcy or the request for judicial reorganization may be filed by the administrators, with the agreement of the controlling shareholder, if any, in which case the general meeting shall be convened immediately to deliberate on the matter.

(Amended by Law No. 14,195, of 2021)

Competence for Convening

Art. 123. It is incumbent upon the board of directors, if any, or the directors, observing the provisions of the bylaws, to convene the general meeting.

Sole paragraph. The general meeting may also be convened:

a) by the fiscal council, in the cases provided for in item V of article 163;

b) by any shareholder, when the administrators delay, for more than 60 (sixty) days, the convening in the cases provided for by law or in the bylaws;

c) by shareholders representing at least 5% (five percent) of the voting capital, when the administrators do not comply, within 8 (eight) days, with a request for convening that they present, duly justified, with indication of the matters to be dealt with.

c) by shareholders representing at least five percent of the share capital, when the administrators do not comply, within eight days, with a request for convening that they present, duly justified, with indication of the matters to be dealt with; (Amended by Law No. 9,457, of 1997)

d) by shareholders representing at least five percent of the voting capital, or at least five percent of the shareholders without voting rights, when the administrators do not comply, within eight days, with a request for convening a meeting to install the fiscal council. (Included by Law No. 9,457, of 1997)

Mode of Convening and Place

Art. 124. The convening shall be made by announcement published at least 3 (three) times, containing, in addition to the place, date and time of the meeting, the agenda, and, in the case of amendment of the bylaws, the indication of the matter.

§ 1. The first call of the general meeting shall be made with at least 8 (eight) days' advance notice, counting the period from the publication of the first announcement; if the meeting is not held, a new announcement shall be published, for a second call, with a minimum advance notice of 5 (five) days.

§ 1 The first call of the general meeting shall be made: (Redaction given by Law No. 10.303, of 2001)

I - in the closed company, with at least 8 (eight) days' advance notice, counting the period from the publication of the first announcement; if the meeting is not held, a new announcement shall be published, for a second call, with a minimum advance notice of 5 (five) days; (Included by Law No. 10.303, of 2001)

II - in the open company, the advance notice period for the first call shall be 15 (fifteen) days and for the second call 8 (eight) days. (Included by Law No. 10.303, of 2001)

II - in the open company, the advance notice period for the first call shall be 30 (thirty) days and for the second call shall be 8 (eight) days. (Redaction given by Provisional Measure No. 1.040, of 2021)

II - in the open company, with 21 (twenty-one) days' advance notice, and the second call with 8 (eight) days' advance notice.

(Redaction given by Law No. 14.195, of 2021)

§ 2. Except for reasons of force majeure, the general meeting shall be held in the building where the company has its registered office; when it must be held elsewhere, the announcements shall clearly indicate the place of the meeting, which in no case may be held outside the locality of the registered office.

§ 2. The general meeting shall be held, preferably, in the building where the company has its registered office or, for reasons of force majeure, in another place, provided that it is in the same Municipality as the registered office and clearly indicated in the announcements.

(Redaction by Provisional Measure No. 931, of 2020)

§ 2-A. Regulation by the Securities Commission may make an exception to the rule set forth in § 2 for publicly held corporations and may even authorize the holding of a digital meeting.

(Included by Provisional Measure No. 931, of 2020)

§ 2. The general meeting shall be held, preferably, in the building where the company has its registered office or, for reasons of force majeure, in another place, provided that it is in the same Municipality as the registered office and is clearly indicated in the announcements.

(Redaction given by Law No. 14.030, of 2020).

§ 2-A. Without prejudice to the provisions of § 2 of this article, companies, both open and closed, may hold digital meetings, in accordance with the regulations of the Securities Commission and of the competent body of the federal Executive Branch, respectively. (Included by Law No. 14.030, of 2020)

§ 3. In closed companies, the shareholder representing 5% (five percent) or more of the capital stock shall be called by telegram or registered letter, sent with the advance notice provided in § 1, provided that he has requested it, in writing, from the company, indicating the complete address and the term of validity of the request, not exceeding 2 (two) fiscal years, and renewable; this call does not dispense with the publication of the notice provided in § 1, and failure to observe it shall give the shareholder the right to obtain from the company's administrators compensation for the losses suffered.

§ 4. Regardless of the formalities provided in this article, the general meeting attended by all shareholders shall be considered regular.

§ 5 The Securities Commission may, at its exclusive discretion, by reasoned decision of its Board, at the request of any shareholder, and after hearing the company: (Included by Law No. 10.303, of 2001)

I - extend, to up to 30 (thirty) days, counted from the date on which the documents relating to the matters to be deliberated are placed at the disposal of the shareholders, the

advance notice period for publication of the first announcement of the call of the general meeting of an open company, when the meeting's purpose is operations that, due to their complexity, require a longer period so that they can be known and analyzed by the shareholders; (Included by Law No. 10.303, of 2001)

I - declare which documents and information relevant to the deliberation of the general meeting were not timely made available to the shareholders and order the postponement of the meeting for up to 30 (thirty) days, counted from the date of making the aforementioned documents and information available to the shareholders; and (Redaction given by Provisional Measure No. 1.040, of 2021)

I - order, with reasons, the postponement of the general meeting for up to 30 (thirty) days, in the event of insufficient information necessary for the deliberation, counting the period from the date on which the complete information is placed at the disposal of the shareholders; and

(Redaction given by Law No. 14.195, of 2021)

II - interrupt, for up to 15 (fifteen) days, the course of the advance notice period for the call of an extraordinary general meeting of an open company, in order to know and analyze the proposals to be submitted to the meeting and, if applicable, inform the company, until the end of the interruption, of the reasons why it understands that the deliberation proposed to the meeting violates legal or regulatory provisions. (Included by Law No. 10.303, of 2001)

§ 6 Open companies with shares admitted to trading on a stock exchange shall send, on the date of publication of the announcement of the call of the meeting, to the stock exchange where their shares are most traded, the documents made available to the shareholders for deliberation at the general meeting. (Included by Law No. 10.303, of 2001)

Installation "Quorum"

Art. 125. Except for the exceptions provided by law, the general meeting shall be installed, on first call, with the presence of shareholders representing at least 1/4 (one quarter) of the capital stock with voting rights; on second call it shall be installed with any number.

Art. 125. Except for the exceptions provided by law, the general meeting shall be installed, on first call, with the presence of shareholders representing at least 1/4 (one quarter) of the total votes conferred by shares with voting rights and, on second call, shall be installed with any number.

(Text as amended by Law No. 14,195, of 2021)

Sole paragraph. Shareholders without voting rights may attend the general meeting and discuss the matter submitted for deliberation.

Legitimation and Representation

Art. 126. Persons present at the meeting shall prove their status as shareholders, in accordance with the following rules:

I - holders of registered shares shall exhibit, if required, a valid identity document;

II - holders of endorsable shares shall exhibit, in addition to the identity document, if required, the respective certificates, or a document proving that they have been deposited at the company's headquarters or at a financial institution designated in the call notices, as determined by the bylaws;

II - holders of book-entry shares or shares held in custody under the terms of art. 41, in addition to the identity document, shall exhibit, or deposit with the company, if the bylaws so require, a receipt issued by the depositary financial institution. (Text as amended by Law No. 9,457, of 1997)

III - holders of bearer shares shall exhibit the respective certificates, or a deposit document under the terms of item II;

IV - holders of book-entry shares or shares held in custody under the terms of article 41, in addition to the identity document, shall exhibit, or deposit with the company, if the bylaws so require, a receipt issued by the depositary financial institution.

§ 1º The shareholder may be represented at the general meeting by an attorney-in-fact appointed less than 1 (one) year previously, who is a shareholder, a director of the company or a lawyer; in a publicly held company, the attorney-in-fact may also be a financial institution, and the administrator of investment funds may represent the co-owners.

§ 2º The request for proxy, by correspondence or published notice, without prejudice to the regulations that the Securities Commission may issue on the subject, shall satisfy the following requirements:

a) contain all the informational elements necessary for the exercise of the requested vote;

b) allow the shareholder to exercise a vote contrary to the decision, with the indication of another attorney-in-fact for the exercise of that vote;

c) be addressed to all holders of registered or endorsable shares whose addresses are on record with the company.

c)

be addressed to all holders of shares whose addresses are on record with the company. (Text as amended by Law No. 9,457, of 1997)

§ 3º Any shareholder holding shares, with or without voting rights, representing 1/2% (one half percent) or more of the capital stock may request a list of addresses of the shareholders to whom the company sent proxy requests, for the purpose of sending a new request, always complying with the requirements of the preceding paragraph.

§ 3º Any shareholder holding shares, with or without voting rights, representing at least one half percent of the capital stock may request a list of addresses of the shareholders, for the purposes provided in § 1º, always complying with the requirements of the preceding paragraph.

(Text as amended by Law No. 9,457, of 1997)

§ 4º The legal representatives of the shareholders have the capacity to attend the meeting.

Attendance Book

Art. 127. Before the meeting is opened, the shareholders shall sign the "Attendance Book", indicating their name, nationality and residence, as well as the quantity, type and class of shares they hold.

Sole paragraph. A shareholder who registers their attendance remotely, in the manner provided for in regulations of the Securities Commission, is considered present at the general meeting for all purposes of this Law. (Included by Law No. 12,431, of 2011).

Board

Art. 128. The proceedings of the meeting shall be conducted by a board composed, unless otherwise provided in the bylaws, of a chairman and a secretary, chosen by the shareholders present.

"Quorum" for Deliberations

Art. 129. The deliberations of the general meeting, except for the exceptions provided by law, shall be taken by absolute majority of votes, not counting blank votes.

§ 1º The bylaws of a closely held company may increase the quorum required for certain deliberations, provided that they specify the matters.

§ 2º In the event of a tie, if the bylaws do not establish an arbitration procedure and do not contain a different provision, the meeting shall be called, with a minimum interval of 2 (two) months, to vote on the deliberation; if the tie persists and the shareholders do not agree to submit the decision to a third party, the Judiciary shall decide, in the interest of the company.

Minutes of the Meeting

Art. 130. The proceedings and deliberations of the meeting shall be recorded, in a proper book, in minutes signed by the members of the board and by the shareholders present. For the validity of the minutes, the signature of as many as are sufficient to constitute the majority required for the deliberations taken at the meeting is sufficient. Certified extracts or copies of the minutes shall be issued for legal purposes.

§ 1º The minutes may be drawn up in the form of a summary of the facts that occurred, including dissents and protests, and contain the transcription only of the deliberations taken, provided that:

a) the documents or proposals submitted to the meeting, as well as the declarations of vote or dissent referred to in the minutes, are numbered sequentially, authenticated by the board and by any shareholder who requests it, and filed with the company;

b) the board, at the request of an interested shareholder, authenticates a copy or duplicate of the proposal, declaration of vote or dissent, or protest presented.

§ 2º The general meeting of a publicly held company may authorize the publication of minutes with the omission of the shareholders' signatures.

§ 3º If the minutes are not drawn up in the manner permitted by § 1º, only their extract may be published, with the summary of the facts that occurred and the transcription of the deliberations taken.

Types of Meeting

Art. 131. The general meeting is ordinary when its purpose is the matters provided for in Article 132, and extraordinary in all other cases.

Sole paragraph. The ordinary general meeting and the extraordinary general meeting may, cumulatively, be convened and held at the same place, date and time, and recorded in a single set of minutes.

SECTION II

Ordinary General Meeting

Purpose

Art. 132. Annually, in the first 4 (four) months following the end of the fiscal year, there shall be 1 (one) general meeting to:

I - take the accounts of the administrators, examine, discuss and vote on the financial statements;

II - deliberate on the allocation of the net profit for the year and the distribution of dividends;

III - elect the administrators and the members of the fiscal council, when applicable;

IV - approve the correction of the monetary expression of the share capital (Article 167).

Management Documents

Art. 133. The administrators must communicate, up to 1 (one) month before the date set for holding the ordinary general meeting, by announcements published in the manner provided for in Article 124, that the following are available to the shareholders:

I - the management report on the company's business and the main administrative facts of the past fiscal year;

II - a copy of the financial statements;

III - the opinion of the independent auditors, if any.

IV - the opinion of the fiscal council, including dissenting votes, if any; and (Included by Law No. 10.303, of 2001)

V - other documents pertinent to matters included in the agenda. (Included by Law No. 10.303, of 2001)

§ 1º The announcements shall indicate the place or places where shareholders may obtain copies of these documents.

§ 2º The company shall send a copy of these documents to shareholders who request it in writing, under the conditions provided for in § 3º of Article 124.

§ 3º The documents referred to in this article shall be published at least 5 (five) days before the date set for holding the general meeting.

§ 3º The documents referred to in this article, except those listed in items IV and V, shall be published at least 5 (five) days before the date set for holding the general meeting. (Amended by Law No. 10.303, of 2001)

§ 4º The general meeting that brings together all shareholders may consider the lack of publication of the announcements or the failure to observe the deadlines referred to in this article as cured; however, publication of the documents before the meeting is mandatory.

§ 5º Publication of the announcements is waived when the documents referred to in this article are published up to 1 (one) month before the date set for holding the ordinary general meeting. (Included by Law No. 15.177, of 2025)

§ 6º The report provided for in item I of the caput of this article shall include the equity policy adopted by the company and shall contain, among other relevant information:

(Included by Law No. 15.177, of 2025)

I – the number and proportion of women hired, by hierarchical levels of the company;

(Included by Law No. 15.177, of 2025)

II – the number and proportion of women who hold positions in the company's management;

(Included by Law No. 15.177, of 2025)

III – the statement of fixed, variable and eventual remuneration, segregated by sex, relating to similar positions or functions in the company;

(Included by Law No. 15.177, of 2025)

IV – the comparative evolution of the indicators provided for in items I, II and III of this paragraph between the past fiscal year and the immediately preceding fiscal year.

(Included by Law No. 15.177, of 2025)

Procedure

Art. 134. Once the general meeting is installed, if requested by any shareholder, the documents referred to in Article 133 and the opinion of the fiscal council, if any, shall be read, and these shall be submitted by the board to discussion and voting.

§ 1º The administrators of the company, or at least one of them, and the independent auditor, if any, must be present at the meeting to respond to requests for clarification from shareholders, but the administrators may not vote, as shareholders or proxies, on the documents referred to in this article.

§ 2º If the meeting requires further clarifications, it may postpone the deliberation and order due diligence; the deliberation shall also be postponed, unless waived by the shareholders present, in the event of the absence of an administrator, member of the fiscal council or independent auditor.

§ 3º Approval, without reservation, of the financial statements and accounts releases the administrators and fiscal officers from liability, except in cases of error, deceit, fraud or simulation (Article 286).

§ 4º If the meeting approves the financial statements with a modification to the amount of the profit for the year or the value of the company's obligations, the administrators shall, within 30 (thirty) days, republish the statements, with the rectifications deliberated by the meeting; if the allocation of profits proposed by the management bodies is not approved (Article 176, § 3º), the modifications introduced shall be recorded in the minutes of the meeting.

§ 5º The minutes of the ordinary general meeting shall be filed with the commercial registry and published.

§ 6º The provisions of § 1º, second part, do not apply when, in closed companies, the directors are the only shareholders.

SECTION III

Extraordinary General Meeting

Amendment of the Bylaws

Art. 135. The extraordinary general meeting whose purpose is the amendment of the bylaws shall only be installed on first call with the presence of shareholders representing at least 2/3 (two thirds) of the capital with voting rights, but may be installed on second call with any number.

Art. 135. The extraordinary general meeting whose purpose is the amendment of the bylaws shall only be installed, on first call, with the presence of shareholders representing at least 2/3 (two thirds) of the total votes conferred by shares with voting rights, but may be installed, on second call, with any number.

(Amended by Law No. 14.195, of 2021)

§ 1 The acts relating to amendments to the bylaws, in order to be valid against third parties, are subject to the formalities of filing and publication, but failure to comply with these formalities cannot be opposed, by the company or its shareholders, to third parties in good faith.

§ 2 The provisions of Article 97 and its §§ 1 and 2 and Article 98 and its § 1 apply to acts of amendment to the bylaws.

§ 3 The documents pertaining to the matter to be debated at the extraordinary general meeting shall be made available to shareholders at the company's headquarters, at the time of publication of the first notice of convocation of the general meeting. (Included by Law No. 10,303, of 2001)

Qualified "Quorum"

Art. 136. Approval by shareholders representing at least half of the shares with voting rights is required, if a greater quorum is not required by the bylaws of the closed company, for deliberation on:

Art. 136. Approval by shareholders representing at least half of the shares with voting rights is required, if a greater quorum is not required by the bylaws of the company whose shares are not admitted to trading on a stock exchange or in the over-the-counter market, for deliberation on: (Amended by Law No. 9,457, of 1997)

Art. 136. Approval by shareholders representing at least half of the total votes conferred by shares with voting rights is required, if a greater quorum is not required by the bylaws of the company whose shares are not admitted to trading on a stock exchange or in the over-the-counter market, for deliberation on:

(Amended by Law No. 14,195, of 2021)

I - creation of preferred shares or increase of an existing class without maintaining proportion with the others, unless already provided for or authorized by the bylaws;

I - creation of preferred shares or increase of existing classes, without maintaining proportion with the other types and classes, unless already provided for or authorized by the bylaws; (Amended by Law No. 9,457, of 1997)

I - creation of preferred shares or increase of a class of existing preferred shares, without maintaining proportion with the other classes of preferred shares, unless already provided for or authorized by the bylaws; (Amended by Law No. 10,303, of 2001)

II - changes in the preferences, advantages and conditions for redemption or amortization of one or more classes of preferred shares, or creation of a new more favored class;

II - change in the preferences, advantages and conditions for redemption or amortization of one or more classes of preferred shares, or creation of a new more favored class; (Amended by Law No. 9,457, of 1997)

III - creation of beneficiary parts;

III - reduction of the mandatory dividend; (Amended by Law No. 9,457, of 1997)

IV - alteration of the mandatory dividend;

IV - merger of the company, or its incorporation into another; (Amended by Law No. 9,457, of 1997)

V - change of the company's purpose;

V - participation in a group of companies (Art. 265); (Amended by Law No. 9,457, of 1997)

VI - incorporation of the company into another, its merger or spin-off;

VI - change of the company's purpose; (Amended by Law No. 9,457, of 1997)

VII - dissolution of the company or cessation of the liquidation state;

VII - cessation of the company's liquidation state; (Amended by Law No. 9,457, of 1997)

VIII - participation in a group of companies (Article 265).

VIII - creation of beneficiary parts; (Amended by Law No. 9,457, of 1997)

IX - spin-off of the company; (Included by Law No. 9,457, of 1997)

X - dissolution of the company. (Included by Law No. 9,457, of 1997)

§ 1 In the cases of items I and II, the effectiveness of the deliberation depends on prior approval, or ratification, by holders of more than half of the class of interested preferred shares, assembled at a special meeting convened and installed with the formalities of this Law.

§ 1 In the cases of items I and II, the effectiveness of the deliberation depends on prior approval or ratification, within a non-extendable period of one year, by holders of more than half of each class of affected preferred shares, assembled at a special meeting convened by the managers and installed with the formalities of this Law. (Amended by Law No. 9,457, of 1997)

§ 2 The Securities Commission may authorize the reduction of the quorum provided for in this article in the case of a publicly held company with dispersed share ownership in the market, and whose last 3 (three) meetings were held with the presence of shareholders representing less than half of the shares with voting rights. In this case, the authorization of the Securities Commission shall be mentioned in the notices of convocation and the deliberation with reduced quorum may only be adopted on third convocation.

§ 2 The Securities Commission may authorize the reduction of the quorum provided for in this article in the case of a publicly held company with dispersed share ownership in the market and whose last 3 (three) meetings were held with the presence of shareholders representing less than half of the total votes conferred by shares with voting rights.

(Amended by Law No. 14,195, of 2021)

§ 2-A In the event of § 2 of this article, the authorization of the Securities Commission shall be mentioned in the notices of convocation and the deliberation with reduced quorum may only be adopted on third convocation.

(Included by Law No. 14,195, of 2021)

§ 3 The provisions of § 2 do not apply to the special meetings of preferred shareholders referred to in § 1.

§ 3 The provisions of § 2 of this article also apply to the special meetings of preferred shareholders referred to in § 1. (Amended by Law No. 10,303, of 2001)

§ 3 The provisions of §§ 2 and 2-A of this article also apply to the special meetings of preferred shareholders referred to in § 1 of this article.

(Amended by Law No. 14,195, of 2021)

§ 4 The minutes of the general meeting that deliberates on the matters of items I and II must state, if there has been no prior approval, that the deliberation shall only be effective after its ratification by the special meeting provided for in § 1. (Included by Law No. 9.457, of 1997)

Art. 136-A. The approval of the insertion of an arbitration convention in the bylaws, subject to the

quorum of art. 136, binds all shareholders, ensuring the dissenting shareholder the right to withdraw from the company by reimbursement of the value of their shares, under the terms of art. 45.

(Included by Law No. 13.129, of 2015)

(Effectiveness)

§ 1 The convention shall only be effective after the expiration of the 30 (thirty) day period, counted from the publication of the minutes of the general meeting that approved it.

(Included by Law No. 13.129, of 2015)

(Effectiveness)

§ 2 The right of withdrawal provided for in the caput shall not apply:

(Included by Law No. 13.129, of 2015)

(Effectiveness)

I - if the inclusion of the arbitration convention in the bylaws represents a condition for the securities issued by the company to be admitted to trading on a listing segment of a stock exchange or organized over-the-counter market that requires a minimum free float of 25% (twenty-five percent) of the shares of each type or class;

(Included by Law No. 13.129, of 2015)

(Effectiveness)

II - if the inclusion of the arbitration convention is made in the bylaws of a publicly held company whose shares have liquidity and dispersion in the market, under the terms of subparagraphs “a” and “b” of item II of art. 137 of this Law.

(Included by Law No. 13.129, of 2015)

(Effectiveness)

Right of Withdrawal

Art. 137. The approval of the matters provided for in items I, II and IV to VIII of article 136 gives the dissenting shareholder the right to withdraw from the company, by reimbursement of the value of their shares (article 45), if they claim it from the company within 30 (thirty) days counted from the publication of the minutes of the general meeting.

Art. 137. The approval of the matters provided for in items I, II, IV, V and VII of art. 136 of this Law gives the dissenting shareholder the right to withdraw from the company, by reimbursement of the value of their shares (art. 45), if they claim it from the company within 30 (thirty) days, counted from the publication of the Minutes of the General Meeting. (Text given by Law No. 7.958, of 1989)

Art. 137. The approval of the matters provided for in items I to VI of art. 136 gives the dissenting shareholder the right to withdraw from the company, by reimbursement of the value of their shares (art. 45), observing the following rules: (Text given by Law No. 9.457, of 1997)

Art. 137. The approval of the matters provided for in items I to VI and IX of art. 136 gives the dissenting shareholder the right to withdraw from the company, by reimbursement of the value of their shares (art. 45), observing the following rules: (Text given by Law No. 10.303, of 2001)

I - in the cases of items I and II of art. 136, only the holder of affected shares of a type or class shall have the right of withdrawal; (I included by Law No. 9.457, of 1997)

II - in the cases of items IV and V, only the holder of shares shall have the right of withdrawal: (Included by Law No. 9.457, of 1997)

a) that do not integrate general indices representing a portfolio of shares admitted to trading on futures exchanges; and (Included by Law No. 9.457, of 1997)

b) of publicly held companies of which less than half of the total shares issued by it are in circulation in the market, understanding as shares in circulation in the market all shares of the company less those owned by the controlling shareholder; (Included by Law No. 9.457, of 1997)

II - in the cases of items IV and V of art. 136, the holder of a share of a type or class that has liquidity and dispersion in the market shall not have the right of withdrawal, considering there to be: (Text given by Law No. 10.303, of 2001)

a) liquidity, when the type or class of share, or certificate representing it, integrates a general index representing a portfolio of securities admitted to trading on the securities market, in Brazil or abroad, defined by the Securities Commission; and (Text given by Law No. 10.303, of 2001)

b) dispersion, when the controlling shareholder, the controlling company or other companies under its control hold less than half of the type or class of share; (Text given by Law No. 10.303, of 2001)

III - the reimbursement of the share must be claimed from the company within thirty days counted from the publication of the minutes of the general meeting; (Included by Law No. 9.457, of 1997)

III - in the case of item IX of art. 136, there shall only be a right of withdrawal if the spin-off implies: (Text given by Law No. 10.303, of 2001)

a)

change of the corporate purpose, except when the spun-off assets are transferred to a company whose predominant activity coincides with that arising from the corporate purpose of the spun-off company; (Included by Law No. 10.303, of 2001)

b) reduction of the mandatory dividend; or (Included by Law No. 10.303, of 2001)

c) participation in a group of companies; (Included by Law No. 10.303, of 2001)

IV - the period for the dissident of a deliberation of a special meeting (art. 136, § 1) shall be counted from the publication of the respective minutes; (Included by Law No. 9.457, of 1997)

IV - the reimbursement of the share must be claimed from the company within 30 (thirty) days counted from the publication of the minutes of the general meeting; (Text given by Law No. 10.303, of 2001)

V - payment of the reimbursement may only be demanded after observance of the provisions of § 3 and, if applicable, of the ratification of the deliberation by the general meeting.

(Included by Law No. 9.457, of 1997)

V - the period for the dissident of a deliberation of a special meeting (art. 136, § 1) shall be counted from the publication of the respective minutes; (Text given by Law No. 10.303, of 2001)

VI - the reimbursement payment may only be demanded after compliance with the provisions of § 3 o and, where applicable, ratification of the resolution by the general meeting. (Included by Law No. 10,303 of 2001)

§ 1º A shareholder dissenting from a resolution of the meeting, including the holder of preferred shares without voting rights, may request reimbursement of the shares of which, demonstrably, they were the holder on the date of the meeting, even if they abstained from voting against the resolution or did not attend the meeting.

§ 1º A shareholder dissenting from a resolution of the meeting, including the holder of preferred shares without voting rights, may exercise the right of reimbursement for the shares of which, demonstrably, they were the holder on the date of the first publication of the notice convening the meeting, or on the date of the communication of the relevant fact subject to the resolution, if earlier. (Wording given by Law No. 9,457 of 1997)

§ 2º The administrative bodies are authorized to convene the general meeting within the 10 (ten) days following the end of the period dealt with in this article, to reconsider or ratify the resolution, if they understand that payment of the reimbursement price of the shares to the dissenting shareholders who exercised the right of withdrawal will jeopardize the company's financial stability.

§ 2º The right of reimbursement may be exercised within the period provided for in item III of the caput of this article, even if the holder of the shares abstained from voting against the resolution or did not attend the meeting. (Wording given by Law No. 9,457 of 1997)

§ 2 o The right of reimbursement may be exercised within the period provided for in items IV or V of the caput of this article, as applicable, even if the holder of the shares abstained from voting against the resolution or did not attend the meeting. (Wording given by Law No. 10,303 of 2001)

§ 3º The shareholder who does not exercise the right of withdrawal within the established period shall forfeit said right.

§ 3º Within the ten days following the end of the period provided for in item III of the caput of this article, counted from the publication of the minutes of the general meeting or the special meeting that ratified the resolution, the administrative bodies are authorized to convene the general meeting to reconsider or ratify the resolution, if they understand that payment of the reimbursement price of the shares to the dissenting shareholders who exercised the right of withdrawal will jeopardize the company's financial stability. (Wording given by Law No. 9,457 of 1997)

§ 3 o Within the 10 (ten) days following the end of the period provided for in items IV and V of the caput of this article, as applicable, counted from the publication of the minutes of the general meeting or the special meeting that ratified the resolution, the administrative bodies are authorized to convene the general meeting to ratify or reconsider the resolution, if they understand that payment of the reimbursement price of the shares to the dissenting shareholders who exercised the right of withdrawal will jeopardize the company's financial stability. (Wording given by Law No. 10,303 of 2001)

§ 4º The shareholder who does not exercise the right of withdrawal within the established period shall forfeit said right.

(Included by Law No. 9,457 of 1997)

CHAPTER XII

Board of Directors and Executive Board

Administration of the Company

Art. 138. The administration of the company shall be the responsibility of the board of directors and the executive board, or of the executive board only, as provided in the bylaws.

§ 1º The board of directors is a collegiate deliberative body, and representation of the company is the exclusive prerogative of the directors.

§ 2º Public companies and companies with authorized capital shall mandatorily have a board of directors.

§ 3º In public companies, it is forbidden to hold the office of chairman of the board of directors concurrently with the office of chief executive officer or principal executive of the company. (Included by Provisional Measure No. 1,040 of 2021)

(Coming into effect)

§ 3º In public companies, it is forbidden to hold the office of chairman of the board of directors concurrently with the office of chief executive officer or principal executive of the company.

(Included by Law No. 14,195 of 2021)

(Coming into effect)

§ 4º The Securities and Exchange Commission may make an exception to the prohibition set forth in § 3º for companies with lower revenue, in accordance with its regulations. (Included by Provisional Measure No. 1,040 of 2021)

§ 4º The Securities and Exchange Commission may issue a regulatory act that exempts the smaller companies provided for in Art. 294-B of this Law from the prohibition set forth in § 3º of this article.

(Included by Law No. 14,195 of 2021)

Art. 139. The attributions and powers conferred by law on the administrative bodies cannot be granted to another body created by law or by the bylaws.

SECTION I

Board of Directors

Composition

Art. 140. The board of directors shall be composed of at least 3 (three) members, elected by the general meeting and removable by it at any time, and the bylaws shall establish:

I - the number of directors, or the maximum and minimum permitted, and the process for selecting and replacing the chairman of the board;

I - the number of directors, or the maximum and minimum permitted, and the process for selecting and replacing the chairman of the board by the meeting or by the board itself; (Wording given by Law No. 10,303 of 2001)

II - the manner of replacing directors;

III - the term of office, which may not exceed 3 (three) years, with re-election permitted;

IV - the rules on convening, opening and functioning of the board, which shall deliberate by majority vote.

IV - the rules on convening, opening and functioning of the board, which shall deliberate by majority vote, and the bylaws may establish a qualified quorum for certain resolutions, provided that the matters are specified. (Wording given by Law No. 10,303 of 2001)

Sole paragraph. The bylaws may provide for the participation on the board of representatives of the employees, chosen by their vote, in a direct election organized by the company, together with the union entities that represent them. (Included by Law No. 10.303, of 2001)

(Revoked given by Provisional Measure No. 1.040, of 2021)

§ 1º The bylaws may provide for the participation of employees in the council of representatives, chosen by their vote, in a direct election organized by the company, together with the trade union entities that represent them. (Included by Provisional Measure No. 1.040, of 2021)

§ 1º The bylaws may provide for the participation of employees in the council of representatives, chosen by their vote, in a direct election organized by the company, together with the trade union entities that represent them.

(Included by Law No. 14.195, of 2021)

§ 2º In the composition of the board of directors of public companies, the participation of independent directors is mandatory, under the terms and within the time limits defined by the Securities and Exchange Commission. (Included by Provisional Measure No. 1.040, of 2021)

§ 2º In the composition of the board of directors of public companies, the participation of independent directors is mandatory, under the terms and within the time limits defined by the Securities and Exchange Commission.

(Included by Law No. 14.195, of 2021)

Cumulative Voting

Art. 141. In the election of directors, shareholders representing at least 0.1 (one tenth) of the share capital with voting rights, whether or not provided for in the bylaws, may request the adoption of the cumulative voting process, whereby each share is assigned as many votes as there are members of the board, and the shareholder is recognized the right to cumulate votes in a single candidate or distribute them among several.

Art. 141. In the election of directors, shareholders representing at least 10% (ten percent) of the share capital with voting rights, whether or not provided for in the bylaws, may request the adoption of the cumulative voting process, by means of which the number of votes of each share will be multiplied by the number of seats to be filled, the shareholder being recognized the right to cumulate votes in a single candidate or distribute them among several.

(Wording given by Law No. 14.195, of 2021)

§ 1º The option provided for in this article shall be exercised by shareholders up to 48 (forty-eight) hours before the general meeting, and the presiding officers of the meeting shall inform the shareholders in advance, based on the "Attendance Book", the number of votes necessary for the election of each member of the board.

§ 2º Seats that, by reason of a tie, are not filled shall be the subject of a new vote, by the same process, observing the provisions of § 1º, in fine.

§ 3º Whenever the election has been held by this process, the removal of any member of the board of directors by the general meeting shall result in the removal of the other members, and a new election shall be held; in other cases of vacancy, if there is no alternate, the first general meeting shall hold a new election for the entire board.

§ 4 If the number of members of the board of directors is less than 5 (five), shareholders representing at least 20% (twenty percent) of the voting capital are entitled to elect one of the members of the board, observing the provisions of § 1.

§ 4 The majority of holders, respectively, shall have the right to elect and remove one member and their alternate from the board of directors, in a separate vote at the general meeting, excluding the controlling shareholder: (Wording given by Law No. 10,303, of 2001)

I - of voting shares issued by a publicly held company, representing at least 15% (fifteen percent) of the total voting shares; and (Included by Law No. 10,303, of 2001)

II - of non-voting or restricted voting preferred shares issued by a publicly held company, representing at least 10% (ten percent) of the capital stock, who have not exercised the right provided for in the articles of incorporation, in accordance with art. 18. (Included by Law No. 10,303, of 2001)

§ 5 If it is verified that neither the holders of voting shares nor the holders of non-voting or restricted voting preferred shares have respectively reached the quorum required in items I and II of § 4, they shall be entitled to combine their shares to jointly elect one member and their alternate to the board of directors, observing, in this case, the quorum required by item II of § 4. (Included by Law No. 10,303, of 2001)

§ 6 Only shareholders who prove uninterrupted ownership of the shareholding required therein during the period of at least 3 (three) months immediately prior to the holding of the general meeting may exercise the right provided for in § 4. (Included by Law No. 10,303, of 2001)

§ 7 Whenever, cumulatively, the election of the board of directors occurs by the multiple voting system and the holders of common or preferred shares exercise the prerogative to elect a director, a shareholder or group of shareholders bound by a voting agreement holding more than 50% (fifty percent) of the voting shares shall be assured the right to elect directors in a number equal to those elected by the other shareholders, plus one, regardless of the number of directors that, according to the articles of incorporation, compose the body. (Included by Law No. 10,303, of 2001)

§ 7 Whenever, cumulatively, the election of the board of directors occurs by the multiple voting system and the holders of common or preferred shares exercise the prerogative to elect a director, a shareholder or group of shareholders bound by a voting agreement holding more than 50% (fifty percent) of the total votes conferred by the voting shares shall be assured the right to elect directors in a number equal to those elected by the other shareholders, plus one, regardless of the number of directors that, according to the articles of incorporation, compose the body.

(Wording given by Law No. 14,195, of 2021)

§ 8 The company shall keep a record with the identification of the shareholders who exercise the prerogative referred to in § 4. (Included by Law No. 10,303, of 2001)

§ 9 (VETOED) (Included by Law No. 10,303, of 2001)

Competence

Art. 142. The board of directors shall have the following duties:

I - to establish the general business guidelines of the company;

II - to elect and remove the officers of the company and establish their duties, observing the provisions of the bylaws in this regard;

III - to supervise the management of the officers, examine, at any time, the books and papers of the company, request information about contracts entered into or in the process of being entered into, and any other acts;

IV - to call the general meeting when it deems convenient, or in the case of article 132;

V - to express its opinion on the management report and the accounts of the board of officers;

VI - to express its opinion in advance on acts or contracts, when the bylaws so require;

VII - to deliberate, when authorized by the bylaws, on the issuance of shares or subscription bonuses; (See Law No. 12,838, of 2013)

VIII - to authorize, if the bylaws do not provide otherwise, the disposal of assets of the permanent assets, the creation of real liens and the provision of guarantees for third-party obligations;

VIII - to authorize, if the bylaws do not provide otherwise, the disposal of assets of the non-current assets, the creation of real liens and the provision of guarantees for third-party obligations;

(Text given by Provisional Measure No. 449, of 2008)

VIII – to authorize, if the bylaws do not provide otherwise, the disposal of assets of the non-current assets, the creation of liens

real

and the provision of guarantees for third-party obligations; (Text given by Law No. 11,941, of 2009)

IX - to choose and remove the independent auditors, if any.

Sole paragraph. The minutes of the meetings of the board of directors that contain deliberations intended to produce effects before third parties shall be filed with the commercial registry and published.

§ 1 The minutes of the meetings of the board of directors that contain deliberations intended to produce effects before third parties shall be filed with the commercial registry and published. (Text given by Law No. 10,303, of 2001)

§ 2 The choice and removal of the independent auditor shall be subject to a veto, duly justified, by the directors elected in the manner of art. 141, § 4, if any. (Included by Law No. 10,303, of 2001)

SECTION II

Board of Officers

Composition

Art. 143. The Board of Officers shall be composed of 2 (two) or more officers, elected and removable at any time by the board of directors, or, if nonexistent, by the general meeting, and the bylaws shall establish:

Art. 143. The Board of Officers shall be composed of 1 (one) or more members elected and removable at any time by the board of directors or, if nonexistent, by the general meeting, and the bylaws shall establish: (Text given by Complementary Law No. 182, of 2021)

I - the number of officers, or the maximum and minimum allowed;

II - the manner of their replacement;

III - the term of office, which shall not exceed 3 (three) years, with reelection permitted;

IV - the duties and powers of each officer.

§ 1 The members of the board of directors, up to a maximum of 1/3 (one third), may be elected to positions of officers.

§ 2 The bylaws may establish that certain decisions, within the competence of the officers, be taken at a meeting of the board of officers.

Representation

Art. 144. In the silence of the bylaws and in the absence of a deliberation by the board of directors (article 142, item II and sole paragraph), any officer shall have the power to represent the company and perform the acts necessary for its regular operation.

Sole paragraph. Within the limits of their duties and powers, the officers may appoint agents of the company, and the instrument shall specify the acts or operations they may perform and the duration of the mandate, which, in the case of a judicial mandate, may be for an indefinite period.

SECTION III

Managers

Common Rules

Art. 145. The rules relating to requirements, impediments, investiture, remuneration, duties and liability of managers apply to directors and officers.

Requirements and Impediments

Art. 146. Natural persons residing in the Country may be elected as members of the management bodies, and the members of the board of directors must be shareholders and the officers, shareholders or not.

Art. 146. Natural persons may be elected as members of the management bodies, and the members of the board of directors must be shareholders and the officers residents in the Country, shareholders or not. (Text given by Law No. 10,194, of 2001)

Art. 146. Natural persons may be elected as members of the management bodies, and the officers must be residents in the Country. (Text given by Law No. 12,431, of 2011).

Art. 146. Only natural persons may be elected as members of the management bodies.

(Text given by Law No. 14,195, of 2021)

§ 1 The minutes of the general meeting or of the meeting of the board of directors that elects managers shall contain the qualification of each of the elected and the term of office, be filed with the commercial registry and published. (Included by Law No. 10,194, of 2001)

§ 1 The minutes of the general meeting or of the meeting of the board of directors that elects managers shall contain the qualification and the term of office of each of the elected, and shall be filed with the commercial registry and published. (Text given by Law No. 10,303, of 2001)

§ 2 The investiture of a director resident or domiciled abroad is conditioned upon the appointment of an attorney resident in the Country, with powers to receive service of process in actions brought against him based on corporate legislation, with a term of validity coinciding with that of the mandate. (Included by Law No. 10,194, of 2001)

§ 2 The investiture of a director resident or domiciled abroad is conditioned upon the appointment of a representative resident in the Country, with powers to receive service of process in actions brought against him based on corporate legislation, by means of a power of attorney with a term of validity that shall extend for at least 3 (three) years after the end of the director's term of office. (Text given by Law No. 10,303, of 2001)

§ 2 The investiture of an administrator residing or domiciled abroad is conditioned upon the appointment of a representative residing in the Country, with powers to, for at least 3 (three) years after the end of the administrator's term of office, receive:

(Amended by Law No. 14,195, of 2021)

I - service of process in actions brought against him based on corporate legislation; and

(Included by Law No. 14,195, of 2021)

II - service of process and notifications in administrative proceedings initiated by the Securities and Exchange Commission, in the case of holding a management position in a publicly held company.

(Included by Law No. 14,195, of 2021)

Art. 147. When the law requires certain requirements for investiture in a position of management of the company, the general meeting may only elect those who have presented the necessary supporting documents, an authentic copy of which shall be filed at the company's headquarters.

§ 1 Persons disqualified by special law, or convicted of bankruptcy crime, prevarication, bribery or subornation, extortion, embezzlement, crimes against the popular economy, public trust or property, or sentenced to a criminal penalty that prevents, even temporarily, access to public office, are ineligible for the positions of management of the company.

§ 2 Persons declared disqualified by act of the Securities and Exchange Commission are also ineligible for the positions of management of a publicly held company.

§ 3 The board member must have an unblemished reputation, and may not be elected, except upon waiver by the general meeting, anyone who: (Included by Law No. 10,303, of 2001)

I - holds positions in companies that may be considered competitors in the market, in particular, on advisory, management or supervisory boards; and (Included by Law No. 10,303, of 2001)

II - has an interest conflicting with the company. (Included by Law No. 10,303, of 2001)

§ 4 Proof of compliance with the conditions set forth in § 3 shall be made by means of a declaration signed by the elected board member in accordance with the terms defined by the Securities and Exchange Commission, with a view to the provisions of Arts. 145 and 159, under penalty of law. (Included by Law No. 10,303, of 2001)

Guarantee of Management

Art. 148. The bylaws may provide that the exercise of the position of administrator must be secured, by the holder or by a third party, by means of a pledge of company shares or another guarantee.

Sole paragraph. The guarantee shall only be released after approval of the last accounts presented by the administrator who has left the position.

Investiture

Art. 149. The board members and officers shall be invested in their positions by signing an instrument of investiture in the minutes book of the board of directors or of the executive board, as the case may be.

Sole paragraph. If the instrument is not signed within the 30 (thirty) days following the appointment, it shall become ineffective, unless justification accepted by the management body for which the person was elected is provided.

§ 1 If the instrument is not signed within the 30 (thirty) days following the appointment, it shall become ineffective, unless justification accepted by the management body for which the person was elected is provided. (Amended by Law No. 10,303, of 2001)

§ 2 The instrument of investiture must contain, under penalty of nullity, the indication of at least one domicile at which the administrator will receive service of process and notifications in administrative and judicial proceedings relating to acts of his management, which shall be deemed served upon delivery at the indicated domicile, which may only be changed by written communication to the company. (Included by Law No. 10,303, of 2001)

Replacement and Termination of Management

Art. 150. In the event of a vacancy in the position of board member, unless otherwise provided in the bylaws, the substitute shall be appointed by the remaining board members and shall serve until the first general meeting. If a vacancy occurs in the majority of the positions, the general meeting shall be convened to proceed with a new election.

§ 1 In the event of a vacancy in all positions of the board of directors, the executive board shall be responsible for convening the general meeting.

§ 2 In the event of a vacancy in all positions of the executive board, if the company does not have a board of directors, the fiscal council, if in operation, or any shareholder shall be responsible for convening the general meeting, and the representative of the largest number of shares must perform, until the meeting is held, urgent acts of management of the company.

§ 3 The substitute elected to fill a vacant position shall complete the term of office of the replaced person.

§ 4 The term of office of the board of directors or of the executive board extends until the investiture of the newly elected administrators.

Resignation

Art. 151. The resignation of the administrator becomes effective, in relation to the company, from the moment the written communication from the resigning person is delivered to it, and in relation to third parties in good faith, after filing with the commercial registry and publication, which may be arranged by the resigning person.

Remuneration

Art. 152. The general meeting shall fix the global or individual amount of remuneration of the administrators, taking into account their responsibilities, the time dedicated

to their functions, their competence and professional reputation and the value of their services in the market.

Art. 152. The general meeting shall fix the global or individual amount of remuneration of the administrators, including benefits of any nature and representation allowances, taking into account their responsibilities, the time dedicated to their functions, their competence and professional reputation and the value of their services in the market.

(Amended by Law No. 9,457, of 1997)

§ 1 The bylaws of the company that fix the mandatory dividend at 25% (twenty-five percent) or more of net income may attribute to the administrators a participation in the company's profits, provided that their total does not exceed the annual remuneration of the administrators nor 0.1 (one tenth) of the profits (Article 190), whichever limit is lower prevailing.

§ 2 The administrators shall only be entitled to participation in the profits of the fiscal year in relation to which the mandatory dividend referred to in Article 202 is attributed to the shareholders.

SECTION IV

Duties and Responsibilities

Duty of Diligence

Art. 153. The administrator of the company must employ, in the exercise of his functions, the care and diligence that every active and honest man usually employs in the administration of his own business.

Purpose of Attributions and Deviation of Power

Art. 154. The administrator must exercise the attributions that the law and the articles of association confer upon him to achieve the purposes and in the interest of the company, satisfying the requirements of the public good and the social function of the company.

§ 1º The administrator elected by a group or class of shareholders has, toward the company, the same duties as the others, and may not, even for the defense of the interest of those who elected him, fail to fulfill these duties.

§ 2° It is forbidden for the administrator:

a) to practice an act of liberality at the expense of the company;

b) without prior authorization from the general meeting or the board of directors, to borrow resources or assets of the company, or to use, for his own benefit, of a company in which he has an interest, or of third parties, their assets, services or credit;

c) to receive from third parties, without statutory authorization or from the general meeting, any form of personal advantage, direct or indirect, by reason of the exercise of his office.

§ 3º The amounts received in violation of the provisions of letter c of § 2º shall belong to the company.

§ 4º The board of directors or the executive board may authorize the practice of reasonable gratuitous acts in benefit of the employees or of the community in which the company participates, in view of its social responsibilities.

Duty of Loyalty

Art. 155. The administrator must serve the company with loyalty and maintain confidentiality about its business, being forbidden:

I - to use, for his own benefit or that of another, with or without harm to the company, the business opportunities of which he has knowledge by reason of the exercise of his office;

II - to omit himself in the exercise or protection of the company's rights or, aiming to obtain advantages, for himself or for another, to fail to take advantage of business opportunities of interest to the company;

III - to acquire, for resale at a profit, an asset or right that he knows is necessary to the company, or that the company intends to acquire.

§ 1º It is further incumbent upon the administrator of a publicly held company to keep secret any information that has not yet been disclosed for market knowledge, obtained by reason of his office and capable of influencing in a ponderable manner the quotation of securities, being forbidden for him to use the information to obtain, for himself or for another, an advantage through the purchase or sale of securities.

§ 2º The administrator must ensure that the violation of the provisions of § 1º cannot occur through subordinates or third parties of his trust.

§ 3º The person harmed in the purchase and sale of securities, contracted in violation of the provisions of §§ 1° and 2°, has the right to obtain from the offender indemnification for losses and damages, unless at the time of contracting he already knew the information.

§ 4 o It is forbidden to use relevant information not yet disclosed, by any person who has had access to it, for the purpose of obtaining an advantage, for himself or for another, in the securities market. (Included by Law No. 10.303, of 2001)

Conflict of Interests

Art. 156. It is forbidden for the administrator to intervene in any corporate transaction in which he has an interest conflicting with that of the company, as well as in the deliberation that the other administrators take regarding it, and he must inform them of his impediment and have recorded, in the minutes of the meeting of the board of directors or of the executive board, the nature and extent of his interest.

§ 1º Even if the provisions of this article are observed, the administrator may only contract with the company under reasonable or equitable conditions, identical to those prevailing in the market or under which the company would contract with third parties.

§ 2º The transaction contracted in violation of the provisions of § 1º is voidable, and the interested administrator shall be obliged to transfer to the company the advantages he has obtained from it.

Duty to Inform

Art. 157. The administrator of a publicly held company must declare, upon signing the term of office, the number of shares, subscription bonuses, options to purchase shares and debentures convertible into shares, issued by the company and by controlled companies or companies of the same group, of which he is the holder. (See Law No. 12.838, of 2013)

§ 1º The administrator of a publicly held company is obliged to reveal to the ordinary general meeting, at the request of shareholders representing 5% (five percent) or more of the capital stock:

a) the number of securities issued by the company or by controlled companies, or of the same group, that he has acquired or alienated, directly or through other persons, in the previous fiscal year;

b) the options to purchase shares that he has contracted or exercised in the previous fiscal year;

c) the benefits or advantages, indirect or complementary, that he has received or is receiving from the company and from affiliated, controlled companies or companies of the same group;

d) the conditions of the employment contracts that have been signed by the company with the directors and high-level employees;

e) any acts or facts relevant in the activities of the company.

§ 2º The clarifications provided by the administrator may, at the request of any shareholder, be reduced to writing, authenticated by the board of the meeting, and provided by copy to the requesters.

§ 3º The disclosure of the acts or facts dealt with in this article may only be used in the legitimate interest of the company or of the shareholder, and the requesters shall be liable for the abuses they practice.

§ 4º The administrators of the publicly held company are obliged to immediately communicate to the stock exchange and to disclose through the press any deliberation of the general meeting or of the management bodies of the company, or relevant fact occurring in its business, that may influence, in a ponderable manner, the decision of market investors to sell or buy securities issued by the company.

§ 5. The officers may refuse to provide the information (§ 1, item e), or cease to disclose it (§ 4), if they understand that its disclosure will put at risk a legitimate interest of the company, and the Securities Commission, at the request of the officers, of any shareholder, or on its own initiative, shall decide on the provision of information and hold the officers liable, if applicable.

§ 6. The officers of the publicly-held company shall immediately inform, under the terms and in the form determined by the Securities Commission, the Commission and the stock exchanges or organized over-the-counter market entities in which the securities issued by the company are admitted to trading, of changes in their shareholdings in the company. (Included by Law No. 10,303, of 2001)

Liability of Officers

Art. 158. The officer is not personally liable for the obligations that he contracts in the name of the company and by virtue of a regular act of management; he is, however, civilly liable for the losses that he causes, when he acts:

I - within his attributions or powers, with fault or intent;

II - in violation of the law or the bylaws.

§ 1. The officer is not liable for unlawful acts of other officers, unless he is conniving with them, if he neglects to discover them or if, having knowledge of them, he fails to act to prevent their practice. The dissenting officer who has his dissent recorded in the minutes of a meeting of the management body or, if that is not possible, gives immediate written notice thereof to the management body, to the fiscal council, if in operation, or to the general meeting, is exempt from liability.

§ 2. The officers are jointly and severally liable for the losses caused by reason of the non-compliance with the duties imposed by law to ensure the normal functioning of the company, even if, under the bylaws, such duties do not fall upon all of them.

§ 3. In publicly-held companies, the liability referred to in § 2 shall be restricted, except as provided in § 4, to the officers who, by provision of the bylaws, have the specific attribution to comply with those duties.

§ 4. The officer who, having knowledge of the non-compliance with those duties by his predecessor, or by the officer competent under § 3, fails to communicate the fact to the general meeting, shall become jointly and severally liable for it.

§ 5. Any person who, with the purpose of obtaining an advantage for himself or for another, contributes to the practice of an act in violation of the law or the bylaws, shall be jointly and severally liable with the officer.

Action for Liability

Art. 159. The company is responsible, upon prior deliberation of the general meeting, for the action for civil liability against the officer, for the losses caused to its assets.

§ 1. The deliberation may be taken at an ordinary general meeting and, if provided in the agenda, or if it is a direct consequence of a matter included therein, at an extraordinary general meeting.

§ 2. The officer or officers against whom the action is to be brought shall be disqualified and shall be replaced at the same meeting.

§ 3. Any shareholder may bring the action, if it is not brought within 3 (three) months from the deliberation of the general meeting.

§ 4. If the meeting deliberates not to bring the action, it may be brought by shareholders representing at least 5% (five percent) of the capital stock.

§ 5. The results of the action brought by a shareholder shall accrue to the company, but the company shall indemnify him, up to the limit of those results, for all expenses incurred, including monetary correction and interest on the expenditures made.

§ 6. The judge may recognize the exclusion of liability of the officer, if convinced that he acted in good faith and aiming at the interest of the company.

§ 7. The action provided for in this article does not exclude the one that may be brought by a shareholder or third party directly harmed by an act of an officer.

Technical and Advisory Bodies

Art. 160. The rules of this Section apply to the members of any bodies, created by the bylaws, with technical functions or intended to advise the officers.

CHAPTER XIII

Fiscal Council

Composition and Functioning

Art. 161. The company shall have a fiscal council and the bylaws shall provide for its functioning, on a permanent basis or in the fiscal years in which it is installed at the request of shareholders.

§ 1. The fiscal council shall be composed of at least 3 (three) and at most 5 (five) members, and an equal number of alternates, shareholders or not, elected by the general meeting.

§ 2. The fiscal council, when its functioning is not permanent, shall be installed by the general meeting at the request of shareholders representing at least 0.1 (one tenth) of the shares with voting rights, or 5% (five percent) of the shares without voting rights, and each period of its functioning shall end at the first ordinary general meeting after its installation.

§ 3. The request for the functioning of the fiscal council, even if the matter is not included in the notice of convocation, may be made at any general meeting, which shall elect its members.

§ 4. In the constitution of the fiscal council, the following rules shall be observed:

a) the holders of preferred shares without voting rights, or with restricted voting rights, shall have the right to elect, in a separate vote, 1 (one) member and his alternate; the minority shareholders shall have the same right, provided that they represent, in the aggregate, 10% (ten percent) or more of the shares with voting rights;

b) except as provided in the preceding item, the other shareholders with voting rights may elect the effective and alternate members who, in any case, shall be in a number equal to those elected under item a, plus one.

§ 5. The members of the fiscal council and their alternates shall hold their positions until the first ordinary general meeting held after their election, and may be re-elected.

§ 6. The function of member of the fiscal council is non-delegable.

§ 6 The members of the fiscal council and their alternates shall serve in their positions until the first ordinary general meeting held after their election, and may be re-elected. (Text provided by Law No. 10.303, of 2001)

§ 7 The function of member of the fiscal council is non-delegable. (Included by Law No. 10.303, of 2001)

Requirements, Impediments and Remuneration

Art. 162. Only natural persons, residents in the Country, graduated from a university-level course, or who have exercised for a minimum period of 3 (three) years, the position of company administrator or fiscal councilor may be elected to the fiscal council.

§ 1 In localities where there are not enough qualified persons to exercise the function, the judge shall exempt the company from satisfying the requirements established in this article.

§ 2 In addition to the persons listed in the paragraphs of article 147, members of management bodies and employees of the company or of a controlled company or of the same group, and the spouse or relative, up to the third degree, of an administrator of the company, may not be elected to the fiscal council.

§ 3 The remuneration of the members of the fiscal council shall be fixed by the general meeting that elects them, and may not be less, for each serving member, than 0.1 (one tenth) of that, on average, attributed to each director, not counting profit sharing.

§ 3 The remuneration of the members of the fiscal council, in addition to the mandatory reimbursement of travel and accommodation expenses necessary for the performance of the function, shall be fixed by the general meeting that elects them, and may not be less, for each serving member, than ten percent of that, on average, attributed to each director, not counting benefits, representation allowances and profit sharing.

(Text provided by Law No. 9.457, of 1997)

Competence

Art. 163. The fiscal council shall have the following duties:

I - to oversee the acts of the administrators and verify compliance with their legal and statutory duties;

I - to oversee, through any of its members, the acts of the administrators and verify compliance with their legal and statutory duties; (Text provided by Law No. 10.303, of 2001)

II - to opine on the annual management report, including in its opinion the complementary information it deems necessary or useful for the deliberation of the general meeting;

III - to opine on the proposals of the management bodies, to be submitted to the general meeting, relating to modification of the share capital, issuance of debentures or subscription bonuses, investment plans or capital budgets, distribution of dividends, transformation, incorporation, merger or spin-off; (See Law No. 12.838, of 2013)

IV - to report to the management bodies, and if these do not take the necessary measures to protect the interests of the company, to the general meeting, the errors, frauds or crimes they discover, and suggest useful measures for the company;

IV - to report, through any of its members, to the management bodies and, if these do not take the necessary measures to protect the interests of the company, to the general meeting, the errors, frauds or crimes they discover, and suggest useful measures for the company; (Text provided by Law No. 10.303, of 2001)

V - to convene the ordinary general meeting, if the management bodies delay this convocation for more than 1 (one) month, and the extraordinary one, whenever serious or urgent reasons occur, including in the agenda of the meetings the matters they consider necessary;

VI - to analyze, at least quarterly, the balance sheet and other financial statements periodically prepared by the company;

VII - to examine the financial statements of the fiscal year and opine on them;

VIII - to exercise these duties, during liquidation, in view of the special provisions that regulate it.

§ 1 The management bodies are obliged, through written communication, to make available to the serving members of the fiscal council, within 10 (ten) days, copies of the minutes of their meetings and, within 15 (fifteen) days of their receipt, copies of the balance sheets and other financial statements periodically prepared and, when available, of the budget execution reports.

§ 2 The fiscal council, at the request of any of its members, shall request from the management bodies clarifications or information, as well as the preparation of special financial or accounting statements.

§ 2 The fiscal council, at the request of any of its members, shall request from the management bodies clarifications or information, provided they relate to its supervisory function, as well as the preparation of special financial or accounting statements. (Text provided by Law No. 10.303, of 2001)

§ 3 The members of the fiscal council shall attend the meetings of the board of directors, if any, or of the executive board, in which matters on which they must opine are deliberated (ns. II, III and VII).

§ 4 If the company has independent auditors, the fiscal council may request from them the clarifications or information it deems necessary, and the investigation of specific facts.

§ 4 If the company has independent auditors, the fiscal council, at the request of any of its members, may request from them clarifications or information, and the investigation of specific facts.

(Text provided by Law No. 9.457, of 1997)

§ 5 If the company does not have independent auditors, the fiscal council may, for better performance of its functions, choose an accountant or audit firm and set their fees, within reasonable levels, current in the market and compatible with the economic dimension of the company, which shall be paid by it.

§ 6 The fiscal council shall provide to the shareholder, or group of shareholders representing at least 5% (five percent) of the share capital, whenever requested, information on matters within its competence.

§ 7 The attributions and powers conferred by law on the fiscal council may not be granted to another body of the company.

§ 8 The fiscal council may, in order to investigate a fact whose clarification is necessary for the performance of its functions, formulate, with justification, questions to be answered by an expert and request the board of directors to appoint, for this purpose, within a maximum period of thirty days, three experts, who may be natural persons or legal entities, of notorious knowledge in the area in question, among whom the fiscal council shall choose one, whose fees shall be paid by the company.

(Included by Law No. 9.457, of 1997)

Opinions and Representations

Art. 164. The members of the fiscal council, or at least one of them, shall attend the meetings of the general meeting and respond to requests for information made by shareholders.

Sole paragraph. The opinions and representations of the fiscal council may be presented and read at the general meeting, regardless of publication and even if the matter is not on the agenda.

Sole paragraph. The opinions and representations of the fiscal council, or of any of its members, may be presented and read at the general meeting, regardless of publication and even if the matter is not on the agenda. (Redaction given by Law No. 10.303, of 2001)

Duties and Responsibilities

Art. 165. The members of the fiscal council have the same duties as the administrators referred to in Articles 153 to 156 and are liable for damages resulting from omission in the performance of their duties and from acts performed with fault or intent, or with violation of the law or the articles of association.

Art. 165. The members of the fiscal council have the same duties as the administrators referred to in Arts. 153 to 156 and are liable for damages resulting from omission in the performance of their duties and from acts performed with fault or intent, or with violation of the law or the articles of association. (Redaction given by Law No. 10.303, of 2001)

§ 1 The member of the fiscal council is not responsible for the illicit acts of other members, unless he is conniving with them, or if he contributes to the practice of the act.

§ 1 The members of the fiscal council shall exercise their functions in the exclusive interest of the company; the exercise of the function for the purpose of causing damage to the company, or to its shareholders or administrators, or of obtaining, for himself or for another, an advantage to which he is not entitled and which results, or may result, in harm to the company, its shareholders or administrators, shall be considered abusive. (Redaction given by Law No. 10.303, of 2001)

§ 2 The responsibility of the members of the fiscal council for omission in the performance of their duties is joint and several, but the dissenting member who has his dissent recorded in the minutes of the meeting of the body and communicates it to the management bodies and to the general meeting is exempt from it.

§ 2 The member of the fiscal council is not responsible for the illicit acts of other members, unless he was conniving with them, or if he contributes to the practice of the act. (Redaction given by Law No. 10.303, of 31.10.2001)

§ 3 The responsibility of the members of the fiscal council for omission in the performance of their duties is joint and several, but the dissenting member who has his dissent recorded in the minutes of the meeting of the body and communicates it to the management bodies and to the general meeting is exempt from it. (Included by Law No. 10.303, of 2001)

Art. 165-A. The members of the fiscal council of a publicly held company shall immediately inform the Securities and Exchange Commission and the Stock Exchanges or organized over-the-counter market entities in which the securities issued by the company are admitted to trading of changes in their shareholdings in the company, under the conditions and in the form determined by the Securities and Exchange Commission. (Included by Law No. 10.303, of 2001)

CHAPTER XIV

Modification of Share Capital

SECTION I

Increase

Competence

Art. 166. The share capital may be increased:

I - by resolution of the ordinary general meeting, for correction of the monetary expression of its value (Article 167);

II - by resolution of the general meeting or of the board of directors, observing what the articles of association provide in this regard, in cases of issuance of shares within the limit authorized in the articles of association (Article 168);

III - by conversion, into shares, of debentures or beneficiary parts and by the exercise of rights conferred by subscription bonuses, or by option to purchase shares; (See Law No. 12.838, of 2013)

IV - by resolution of the extraordinary general meeting convened to decide on reform of the articles of association, in the case of no authorization for increase, or of it being exhausted.

§ 1 Within 30 (thirty) days following the effective increase, the company shall request from the commercial registry its registration, in the cases of numbers I to III, or the filing of the minutes of the meeting of reform of the articles of association, in the case of number IV. (See Law No. 12.838, of 2013)

§ 2 The fiscal council, if in operation, shall, except in the cases of number III, be mandatorily heard before the resolution on the increase of capital. (See Law No. 12.838, of 2013)

Annual Monetary Correction

Art. 167. The capital reserve constituted on the occasion of the balance sheet at the end of the fiscal year and resulting from the monetary correction of the paid-in capital (Article 182, § 2) shall be capitalized by resolution of the ordinary general meeting that approves the balance sheet.

§ 1 In a publicly held company, the capitalization provided for in this article shall be made without modification of the number of shares issued and with an increase in the nominal value of the shares, if applicable.

§ 2 The company may choose not to capitalize the balance of the reserve corresponding to fractions of a cent of the nominal value of the shares, or, if they have no nominal value, to the fraction below 1% (one percent) of the share capital.

§ 3 If the company has shares with and without nominal value, the correction of the capital corresponding to the shares with nominal value shall be made separately, and the resulting reserve shall be capitalized for the benefit of those shares.

Authorized Capital

Art. 168. The bylaws may contain authorization for an increase in capital stock independently of a bylaw amendment.

§ 1º The authorization shall specify:

a) the limit of the increase, in capital amount or in number of shares, and the types and classes of shares that may be issued;

b) the competent body to decide on the issuances, which may be the general meeting or the board of directors;

c) the conditions to which the issuances are subject;

d) the cases or conditions in which the shareholders will have the right of preference for subscription, or the absence of such right (article 172).

§ 2º The authorization limit, when set in capital stock amount, shall be annually adjusted by the ordinary general meeting, based on the same indices adopted in the adjustment of the capital stock.

§ 3º The bylaws may provide that the company, within the authorized capital limit, and in accordance with a plan approved by the general meeting, grant an option to purchase shares to its officers or employees, or to natural persons who provide services to the company or to a company under its control.

Capitalization of Profits and Reserves

Art. 169. The increase through capitalization of profits or reserves shall entail a change in the nominal value of the shares or distribution of the new shares, corresponding to the increase, among shareholders, in proportion to the number of shares they hold.

§ 1º In a company with no-par-value shares, the capitalization of profits or reserves may be effected without modifying the number of shares.

§ 2º The shares distributed in accordance with this article shall be subject, unless otherwise provided in the instruments that constituted them, to the usufruct, fiduciary trust, inalienability and non-communicability that may encumber the shares from which they derive.

§ 3º Shares that cannot be attributed in whole to each shareholder shall be sold on the stock exchange, with the proceeds of the sale divided proportionally among the holders of the fractions; before the sale, the company shall set a period of no less than 30 (thirty) days, during which the shareholders may transfer the fractions of shares.

Increase Through Subscription of Shares

Art. 170. After at least 3/4 (three quarters) of the capital stock has been paid in, the company may increase it through public or private subscription of shares.

§ 1º The issue price must be set taking into account the market quotation of the shares, the net equity value and the profitability prospects of the company, without unjustified dilution of the participation of the former shareholders, even if they have the right of preference to subscribe to them.

§ 1º The issue price shall be set, without unjustified dilution of the participation of the former shareholders, even if they have the right of preference to subscribe to them, taking into account, alternatively or jointly: (Redação dada pela Lei nº 9.457, de 1997)

I - the profitability prospect of the company; (I ncluído pela Lei nº 9.457, de 1997)

II - the net equity value of the share; (I ncluído pela Lei nº 9.457, de 1997)

III - the quotation of its shares on a Stock Exchange or in the organized over-the-counter market, with a premium or discount allowed depending on market conditions. (Included by Law No. 9.457, of 1997)

§ 2º The general meeting, when it is within its competence to decide on the increase, may delegate to the board of directors the setting of the issue price of shares to be distributed on the market.

§ 3º The subscription of shares for payment in assets shall always be carried out in compliance with the provisions of article 8, and the provisions of §§ 2º and 3º of article 98 shall apply to it.

§ 4º The contributions and installments for the payment of the shares may be received by the company independently of bank deposit.

§ 5º In the increase of capital, if through public subscription, the provisions of article 82 shall be observed, and if through private subscription, what is decided in that regard by the general meeting or by the board of directors, as provided in the bylaws.

§ 6º The provisions on the formation of the company shall apply to the increase of capital, where applicable, except in the final part of § 2º of article 82.

§ 7º The proposal for an increase in capital shall clarify which criterion was adopted, under the terms of § 1º of this article, justifying in detail the economic aspects that determined its choice.

(Included by Law No. 9.457, of 1997)

Right of Preference

Art. 171. In proportion to the number of shares they hold, the shareholders shall have preference for subscribing to the increase in capital. (See Law No. 12,838, of 2013)

§ 1º If the capital is divided into shares of various types or classes and the increase is made by issuing more than one type or class, the following rules shall be observed:

a) in the case of an increase, in the same proportion, of the number of shares of all existing types and classes, each shareholder shall exercise the right of preference over shares identical to those he holds;

b) if the shares issued are of existing types and classes, but entail a change in the respective proportions in the capital stock, the preference shall be exercised over shares of types and classes identical to those held by the shareholders, extending to the others only if those are insufficient to ensure them, in the increased capital, the same proportion they had in the capital before the increase;

c) if there is an issuance of shares of a type or class different from the existing ones, each shareholder shall exercise the preference, in proportion to the number of shares he holds, over shares of all types and classes of the increase.

§ 2º In the case of a capital increase through capitalization of credits or subscription in kind, shareholders shall always be assured the right of first refusal and, where applicable, the amounts paid by them shall be delivered to the holder of the credit to be capitalized or of the asset to be incorporated.

§ 3º Shareholders shall have the right of first refusal for the subscription of issues of debentures convertible into shares, subscription bonuses and preferred shares convertible into shares issued for onerous transfer; but upon conversion of such securities into shares, or upon the granting and exercise of a share purchase option, there shall be no right of first refusal.

§ 4º The bylaws or the general meeting shall set an expiration period, not less than 30 (thirty) days, for the exercise of the right of first refusal.

§ 5º In usufruct and fiduciary inheritance, the right of first refusal, when not exercised by the shareholder until 10 (ten) days before the expiration of the period, may be exercised by the usufructuary or the fiduciary heir.

§ 6º The shareholder may assign his right of first refusal.

§ 7º In a public company, the body that deliberates on an issue by private subscription shall provide for the allotment of unsubscribed securities, and may:

a) order them to be sold on the stock exchange for the benefit of the company; or

b) allocate them, in proportion to the subscribed amounts, among shareholders who have requested, on the subscription form or list, a reserve of allotments; in this case, the condition shall appear on the subscription forms and lists and the unallocated balance shall be sold on the stock exchange, in accordance with the preceding item.

§ 8° In a closed company, the allocation provided for in item b of § 7º shall be mandatory, and the balance, if any, may be subscribed by third parties, in accordance with the criteria established by the general meeting or by the management bodies.

Exclusion of the Right of First Refusal

Art. 172. The bylaws of a public company containing authorization for a capital increase may provide for the issuance, without a right of first refusal for existing shareholders, of shares, debentures or preferred shares convertible into shares, and subscription bonuses, whose placement shall be made through:

Art. 172. The bylaws of a public company containing authorization for a capital increase may provide for the issuance, without a right of first refusal for existing shareholders, or with a reduction of the period referred to in § 4 o of art. 171, of shares and debentures convertible into shares, or subscription bonuses, whose placement shall be made through: (Wording given by Law No. 10.303, of 2001)

(See Law No. 12.838, of 2013)

I - sale on a stock exchange or public subscription; or

II - exchange for shares, in a public tender offer for the acquisition of control, in accordance with articles 257 to 263.

II - exchange for shares, in a public tender offer for the acquisition of control, in accordance with arts. 257 and 263. (Wording given by Law No. 10.303, of 2001)

Sole paragraph. The bylaws of the company, even if closed, may exclude the right of first refusal for the subscription of shares in accordance with special legislation on tax incentives.

SECTION II

Reduction

Art. 173. The general meeting may deliberate on the reduction of the share capital if there are losses, up to the amount of accumulated losses, or if it deems the capital excessive.

§ 1º The proposal to reduce the share capital, when initiated by the managers, may not be submitted to the deliberation of the general meeting without the opinion of the supervisory board, if in operation.

§ 2º From the deliberation of the reduction, the rights corresponding to the shares whose certificates have been issued shall be suspended until they are presented to the company for replacement.

Opposition of Creditors

Art. 174. Except as provided in articles 45 and 107, the reduction of the share capital with the restitution to shareholders of part of the value of the shares, or by the decrease of their value, when not fully paid up, to the amount of the installments paid, shall only become effective 60 (sixty) days after the publication of the minutes of the general meeting that deliberated on it.

§ 1º During the period provided for in this article, unsecured creditors holding claims prior to the date of publication of the minutes may, by means of a notice, of which the commercial registry of the company's registered office shall be informed, oppose the reduction of the capital; creditors who do not exercise this right within the period shall forfeit it.

§ 2º Upon expiration of the period, the minutes of the general meeting that deliberated on the reduction may be filed if there has been no opposition or, if there has been opposition by any creditor, provided that proof is made of the payment of its claim or the judicial deposit of the respective amount.

§ 3º If there are debentures issued by the company in circulation, the reduction of the capital, in the cases provided for in this article, may not be effected without prior approval by a majority of the debenture holders, gathered in a special meeting.

CHAPTER XV

Financial Year and Financial Statements

SECTION I

Financial Year

Art. 175. The financial year shall have a duration of 1 (one) year and the date of its end shall be fixed in the bylaws.

Sole paragraph. Upon the incorporation of the company and in cases of amendment to the bylaws, the financial year may have a different duration.

SECTION II

Financial Statements

General Provisions

Art. 176. At the end of each financial year, the board of directors shall have prepared, based on the company's commercial books, the following financial statements, which shall clearly express the company's equity position and the changes that occurred during the year:

I - balance sheet;

II - statement of accumulated profits or losses;

III - statement of results for the year; and

IV - statement of sources and applications of funds.

IV – statement of cash flows; and (Wording given by Law No. 11.638, of 2007)

V – if a public company, statement of value added. (Included by Law No. 11.638, of 2007)

§ 1º The statements of each financial year shall be published with the indication of the corresponding values of the statements of the preceding year.

§ 2º In the statements, similar accounts may be grouped; small balances may be aggregated, provided their nature is indicated and they do not exceed 0.1 (one tenth) of the value of the respective group of accounts; but the use of generic designations, such as "various accounts" or "current accounts", is prohibited.

§ 3º The financial statements shall record the allocation of profits according to the proposal of the management bodies, on the assumption of its approval by the general meeting.

§ 4º The statements shall be supplemented by explanatory notes and other analytical schedules or accounting statements necessary to clarify the equity position and the results of the period.

§ 5º The notes shall indicate:

a) The main criteria for the valuation of equity elements, especially inventories, for the calculation of depreciation, amortization and depletion, for the establishment of provisions for charges or risks, and for adjustments to cover probable losses on the realization of assets;

b) investments in other companies, when relevant (Article 247, sole paragraph);

c) the increase in value of assets resulting from new appraisals (Article 182, § 3º);

d) real liens constituted over assets, guarantees provided to third parties and other occasional or contingent liabilities;

e) the interest rate, maturity dates and guarantees of long-term obligations;

f) the number, types and classes of shares of the share capital;

g) stock options granted and exercised during the period;

h) prior period adjustments (Article 186, § 1º);

i) events subsequent to the closing date of the period that have, or may come to have, a relevant effect on the financial position and future results of the company.

§ 5 o The explanatory notes must:

(Wording given by Provisional Measure No. 449, of 2008)

I - present information on the basis of preparation of the financial statements and the specific accounting practices selected and applied for significant transactions and events;

(Included by Provisional Measure No. 449, of 2008)

II - disclose the information required by the accounting practices adopted in Brazil that is not presented in any other part of the financial statements;

(Included by Provisional Measure No. 449, of 2008)

III - provide additional information not indicated in the financial statements themselves and considered necessary for adequate presentation; and

(Included by Provisional Measure No. 449, of 2008)

IV - indicate:

(Included by Provisional Measure No. 449, of 2008)

a) the main criteria for the valuation of equity elements, especially inventories, for the calculation of depreciation, amortization and depletion, for the establishment of provisions for charges or risks, and for adjustments to cover probable losses on the realization of assets;

(Included by Provisional Measure No. 449, of 2008)

b) investments in other companies, when relevant (Art. 247, sole paragraph);

(Included by Provisional Measure No. 449, of 2008)

c) the increase in value of assets resulting from new appraisals (Art. 182, § 3 o );

(Included by Provisional Measure No. 449, of 2008)

d) the real encumbrances constituted on asset elements, the guarantees provided to third parties and other eventual or contingent responsibilities;

(Included by Provisional Measure No. 449, of 2008)

e) the interest rate, maturity dates and guarantees of long-term obligations;

(Included by Provisional Measure No. 449, of 2008)

f) the number, types and classes of shares of the capital stock;

(Included by Provisional Measure No. 449, of 2008)

g) the share purchase options granted and exercised during the fiscal year;

(Included by Provisional Measure No. 449, of 2008)

h) the adjustments of prior fiscal years (art. 186, § 1); and

(Included by Provisional Measure No. 449, of 2008)

i) the events subsequent to the closing date of the fiscal year that have, or may have, a relevant effect on the company's financial situation and future results.

(Included by Provisional Measure No. 449, of 2008)

§ 5 The explanatory notes must: (Redaction given by Law No. 11,941, of 2009)

I – present information on the basis of preparation of the financial statements and the specific accounting practices selected and applied for significant businesses and events; (Included by Law No. 11,941, of 2009)

II – disclose the information required by the accounting practices adopted in Brazil that is not presented in any other part of the financial statements; (Included by Law No. 11,941, of 2009)

III – provide additional information not indicated in the financial statements themselves and considered necessary for an adequate presentation; and (Included by Law No. 11,941, of 2009)

IV – indicate:

(Included by Law No. 11,941, of 2009)

a) the main criteria for valuing equity elements, especially inventories, for calculating depreciation, amortization and depletion, for setting up provisions for charges or risks, and for adjustments to address probable losses in the realization of asset elements; (Included by Law No. 11,941, of 2009)

b) investments in other companies, when relevant (art. 247, sole paragraph); (Included by Law No. 11,941, of 2009)

c) the increase in value of asset elements resulting from new valuations (art. 182, § 3); (Included by Law No. 11,941, of 2009)

d) the real encumbrances constituted on asset elements, the guarantees provided to third parties and other eventual or contingent responsibilities; (Included by Law No. 11,941, of 2009)

e) the interest rate, maturity dates and guarantees of long-term obligations; (Included by Law No. 11,941, of 2009)

f) the number, types and classes of shares of the capital stock; (Included by Law No. 11,941, of 2009)

g) the share purchase options granted and exercised during the fiscal year; (Included by Law No. 11,941, of 2009)

h) the adjustments of prior fiscal years (art. 186, § 1); and (Included by Law No. 11,941, of 2009)

i) the events subsequent to the closing date of the fiscal year that have, or may have, a relevant effect on the company's financial situation and future results. (Included by Law No. 11,941, of 2009)

§ 6 A closely held company with shareholders' equity, on the balance sheet date, not exceeding the nominal value of 20,000 (twenty thousand) Readjustable National Treasury Bonds shall not be required to prepare and publish the statement of sources and applications of funds.

§ 6

A closely held company, with shareholders' equity, on the balance sheet date, not exceeding R$ 1,000,000.00 (one million reais) shall not be required to prepare and publish the statement of sources and applications of funds.

(Amended by Law No. 9,457 of 1997)

§ 6 A closely held company with shareholders' equity, on the balance sheet date, of less than R$ 2,000,000.00 (two million reais) shall not be required to prepare and publish the statement of cash flows.

(Amended by Law No. 11,638 of 2007)

§ 7 The Securities Commission may, at its discretion, regulate differently the registration referred to in § 3 of this article.

(Included by Provisional Measure No. 449 of 2008)

§ 7 The Securities Commission may, at its discretion, regulate differently the registration referred to in § 3 of this article. (Included by Law No. 11,941 of 2009)

Bookkeeping

Art. 177. The company's bookkeeping shall be maintained in permanent records, in compliance with the provisions of commercial legislation and this Law and with generally accepted accounting principles, and shall observe uniform accounting methods or criteria over time and record equity changes on the accrual basis.

§ 1 The financial statements for the fiscal year in which there is a change in accounting methods or criteria, with relevant effects, shall indicate it in a note and highlight those effects.

§ 2 The company shall observe in auxiliary records, without modification of the commercial bookkeeping and of the statements regulated in this Law, the provisions of tax law, or of special legislation on the activity that constitutes its object, that prescribe different accounting methods or criteria or determine the preparation of other financial statements.

§ 2 The provisions of tax law or special legislation on the activity that constitutes the company's object that lead to the use of different accounting methods or criteria or to the preparation of other statements shall not remove the obligation to prepare, for all purposes of this Law, financial statements in accordance with the provisions of the

caput of this article and shall alternatively be observed by means of registration: (Amended by Law No. 11,638 of 2007)

I – in auxiliary books, without modification of the commercial bookkeeping; or (Included by Law No. 11,638 of 2007)

II – in the case of preparation of statements for tax purposes, in the commercial bookkeeping, provided that additional accounting entries are subsequently made that ensure the preparation and disclosure of financial statements in compliance with the provisions of the

caput of this article, and such statements must be audited by an independent auditor registered with the Securities Commission. (Included by Law No. 11,638 of 2007)

§ 3 The financial statements of publicly held companies shall also observe the rules issued by the Securities Commission, and shall be mandatorily audited by independent auditors registered with the same commission.

§ 2 The company shall observe exclusively in books or auxiliary records, without any modification of the commercial bookkeeping and of the statements regulated in this Law, the provisions of tax law, or of special legislation on the activity that constitutes its object, that prescribe, lead to or encourage the use of different accounting methods or criteria or determine records, entries or adjustments or the preparation of other financial statements.

(Amended by Provisional Measure No. 449 of 2008)

§ 3 The financial statements of publicly held companies shall also observe the rules issued by the Securities Commission and shall be mandatorily submitted to audit by independent auditors registered with it.

(Amended by Provisional Measure No. 449 of 2008)

§ 2 The company shall observe exclusively in books or auxiliary records, without any modification of the commercial bookkeeping and of the statements regulated in this Law, the provisions of tax law, or of special legislation on the activity that constitutes its object, that prescribe, lead to or encourage the use of different accounting methods or criteria or determine records, entries or adjustments or the preparation of other financial statements. (Amended by Law No. 11,941 of 2009)

I – (repealed); (Amended by Law No. 11,941 of 2009)

II – (repealed). (Amended by Law No. 11,941 of 2009)

§ 3 The financial statements of publicly held companies shall also observe the rules issued by the Securities Commission and shall be mandatorily submitted to audit by independent auditors registered with it. (Amended by Law No. 11,941 of 2009)

§ 4 The financial statements shall be signed by the administrators and by legally qualified accountants.

§ 5 The rules issued by the Securities Commission referred to in § 3 of this article shall be prepared in accordance with the international accounting standards adopted in the main securities markets. (Included by Law No. 11,638 of 2007)

§ 6 Closely held companies may choose to observe the rules on financial statements issued by the Securities Commission for publicly held companies. (Included by Law No. 11,638 of 2007)

§ 7 Adjustment entries made exclusively for the harmonization of accounting standards, under the terms of § 2 of this article, and the statements and calculations prepared with them may not be the basis for the incidence of taxes and contributions nor have any other tax effects. (Included by Law No. 11,638 of 2007)

(Repealed by Provisional Measure No. 449 of 2008)

(Repealed by Law No. 11,941 of 2009)

§ 7 (Repealed). (Amended by Law No. 11,941, of 2009)

SECTION III

Balance Sheet

Group of Accounts

Art. 178. In the balance sheet, the accounts shall be classified according to the elements of the equity they record, and grouped so as to facilitate the knowledge and analysis of the company's financial situation.

§ 1º In assets, the accounts shall be arranged in decreasing order of liquidity of the elements recorded therein, in the following groups:

a) current assets;

b) long-term realizable assets;

c) permanent assets, divided into investments, fixed assets and deferred assets.

c) permanent assets, divided into investments, fixed assets, intangible and deferred assets. (Amended by Law No. 11,638, of 2007)

I - current assets; and

(Added by Provisional Measure No. 449, of 2008)

I – current assets; and (Incluído pela Lei nº 11.941, de 2009)

II - non-current assets, composed of long-term realizable assets, investments, fixed assets and intangible assets. (Added by Provisional Measure No. 449, of 2008)

II – non-current assets, composed of long-term realizable assets, investments, fixed assets and intangible assets. (Added by Law No. 11,941, of 2009)

§ 2º In liabilities, the accounts shall be classified in the following groups:

a) current liabilities;

b) long-term liabilities;

c) results of future fiscal years;

d) shareholders' equity, divided into share capital, capital reserves, revaluation reserves, profit reserves and accumulated profits or losses.

d) shareholders' equity, divided into share capital, capital reserves, equity valuation adjustments, profit reserves, treasury shares and accumulated losses. (Amended by Law No. 11,638, of 2007)

I - current liabilities;

(Added by Provisional Measure No. 449, of 2008)

II - non-current liabilities; and

(Added by Provisional Measure No. 449, of 2008)

III - shareholders' equity, divided into share capital, capital reserves, equity valuation adjustments, profit reserves, treasury shares and accumulated losses. (Included by Provisional Measure No. 449, of 2008)

I – current liabilities; (Incluído pela Lei nº 11.941, de 2009)

II – non-current liabilities; and (Incluído pela Lei nº 11.941, de 2009)

III – shareholders' equity, divided into share capital, capital reserves, equity valuation adjustments, profit reserves, treasury shares and accumulated losses. (Included by Law No. 11.941, of 2009)

§ 3º Debit and credit balances that the company has no right to offset shall be classified separately.

Assets

Art. 179. The accounts shall be classified as follows:

I - in current assets: cash and cash equivalents, rights realizable in the course of the following fiscal year and applications of resources in expenses of the following fiscal year;

II - in long-term realizable assets: rights realizable after the end of the following fiscal year, as well as those derived from sales, advances or loans to associated or controlled companies (article 243), directors, shareholders or participants in the company's profits, which do not constitute usual transactions in the exploration of the company's object;

III - in investments: permanent participations in other companies and rights of any nature, not classifiable in current assets, and which are not intended for the maintenance of the company's or the enterprise's activity;

IV - in fixed assets: rights whose object is property intended for the maintenance of the company's and the enterprise's activities, or exercised for that purpose, including those of industrial or commercial property;

IV – in fixed assets: rights whose object is tangible property intended for the maintenance of the company's or the enterprise's activities or exercised for that purpose, including those arising from operations that transfer to the company the benefits, risks and control of such property; (Redação dada pela Lei nº 11.638,de 2007)

V - in deferred assets: applications of resources in expenses that will contribute to the formation of the result of more than one fiscal year, including interest paid or credited to shareholders during the period preceding the start of social operations.

V – in deferred: pre-operational expenses and restructuring expenses that will effectively contribute to the increase in the result of more than one fiscal year and that do not constitute merely a reduction of costs or an increase in operational efficiency; (Redação dada pela Lei nº 11.638,de 2007)

(Repealed by Provisional Measure No. 449, of 2008)

(Repealed by Law No. 11.941, of 2009)

VI – in intangible: rights whose object is intangible property intended for the maintenance of the company or exercised for that purpose, including acquired goodwill. (Included by Law No. 11.638, of 2007)

Sole paragraph. In the company where the operating cycle of the enterprise has a duration longer than the fiscal year, the classification as current or long-term shall be based on the term of that cycle.

Liabilities

Art. 180. The obligations of the company, including financing for the acquisition of rights of permanent assets, shall be classified in current liabilities when they mature in the following fiscal year, and in long-term liabilities if they have a longer maturity, observing the provisions of the sole paragraph of article 179.

Art. 180. The obligations of the company, including financing for the acquisition of rights of non-current assets, shall be classified in current liabilities when they mature in the following fiscal year, and in non-current liabilities if they have a longer maturity, observing the provisions of the sole paragraph of art. 179.

(Text given by Provisional Measure No. 449, of 2008)

Art. 180. The obligations of the company, including financing for the acquisition of rights of non-current assets, shall be classified in current liabilities when they mature in the following fiscal year, and in non-current liabilities if they have a longer maturity, observing the provisions of the sole paragraph of art. 179 of this Law. (Text given by Law No. 11.941, of 2009)

Results of Future Exercises

Art. 181. Revenues from future exercises, reduced by the costs and expenses corresponding thereto, shall be classified as results of future exercises.

(Repealed by Provisional Measure No. 449, of 2008)

(Repealed by Law No. 11,941, of 2009)

Shareholders' Equity

Art. 182. The share capital account shall itemize the subscribed amount and, by deduction, the portion not yet paid in.

§ 1º The following accounts shall be classified as capital reserves:

a) the contribution of the subscriber of shares that exceeds the nominal value and the portion of the issue price of shares without nominal value that exceeds the amount destined to the formation of share capital, including in cases of conversion into shares of debentures or beneficiary parts;

b) the proceeds from the disposal of beneficiary parts and subscription bonuses;

c) the premium received on the issue of debentures;

d) donations and investment subsidies.

c) (repealed); (Text given by Law No. 11,638, of 2007)

(Repealed by Law No. 11,638, of 2007)

d) (repealed). (Text given by Law No. 11,638, of 2007)

(Repealed by Law No. 11,638, of 2007)

§ 2 The result of the monetary correction of paid-in capital shall also be recorded as a capital reserve, as long as it is not capitalized.

§ 3 The counterparts of increases in value attributed to asset elements due to new appraisals based on an appraisal report in accordance with article 8, approved by the general meeting, shall be classified as revaluation reserves.

§ 3 The counterparts of increases or decreases in value attributed to asset elements (§ 5 of art. 177, item I of

caput

of art. 183 and § 3 of art. 226 of this Law) and liabilities, resulting from their evaluation at market price, shall be classified as equity valuation adjustments, as long as they are not computed in the result of the exercise in obedience to the accrual basis. (Text given by Law No. 11,638, of 2007)

§ 3 The counterparts of increases or decreases in value attributed to asset and liability elements, resulting from their evaluation at fair value, in the cases provided for in this Law or, in rules issued by the Securities and Exchange Commission, based on the competence conferred by § 3 of art. 177, shall be classified as equity valuation adjustments, as long as they are not computed in the result of the exercise in obedience to the accrual basis.

(Text given by Provisional Measure No. 449, of 2008)

§ 3 The counterparts of increases or decreases in value attributed to asset and liability elements, resulting from their evaluation at fair value, in the cases provided for in this Law or, in rules issued by the Securities and Exchange Commission, based on the competence conferred by § 3 of art. 177 of this Law, shall be classified as equity valuation adjustments, as long as they are not computed in the result of the exercise in obedience to the accrual basis. (Text given by Law No. 11,941, of 2009)

§ 4 The accounts constituted by the appropriation of profits of the company shall be classified as profit reserves.

§ 5 Treasury shares shall be highlighted in the balance sheet as a deduction from the shareholders' equity account that records the origin of the funds applied in their acquisition.

Asset Valuation Criteria

Art. 183. In the balance sheet, asset elements shall be valued according to the following criteria:

I - rights and credit instruments, and any securities not classified as investments, at acquisition cost or at market value, if lower; those already prescribed shall be excluded and adequate provisions shall be made to adjust it to the probable realizable value, and an increase in acquisition cost shall be admitted, up to the limit of the market value, for recording monetary correction, exchange variation or accrued interest;

I - investments in financial instruments, including derivatives, and in rights and credit instruments, classified in current assets or long-term realizable assets: (Text given by Law No. 11,638, of 2007)

a) at their market value or equivalent value, when they are investments destined for trading or available for sale; and (Included by Law No. 11,638, of 2007)

a) at their fair value, when they are investments destined for trading or available for sale; and

(Text given by Provisional Measure No. 449, of 2008)

a) at their fair value, when they are investments destined for trading or available for sale; and (Text given by Law No. 11,941, of 2009)

b) at acquisition cost or issue value, updated according to legal or contractual provisions, adjusted to the probable realizable value, when this is lower, in the case of other investments and rights and credit instruments; (Included by Law No. 11,638, of 2007)

II - rights whose object is merchandise and products of the company's trade, as well as raw materials, products in manufacturing and goods in warehouse, at acquisition or production cost, deducted from provision to adjust it to market value, when this is lower;

III - investments in participation in the share capital of other companies, except as provided in articles 248 to 250, at acquisition cost, deducted from provision for probable losses in the realization of their value, when such loss is proven to be permanent, and which shall not be modified due to the receipt, without cost to the company, of bonus shares or quotas;

IV - other investments, at acquisition cost, deducted from provision to meet probable losses in the realization of their value, or to reduce the acquisition cost to market value, when this is lower;

V - rights classified in fixed assets, at acquisition cost, deducted from the balance of the respective depreciation, amortization or depletion account;

VI - deferred assets, at the value of the applied capital, deducted from the balance of the accounts that record their amortization.

VI – (repealed); (Text given by Law No. 11,941, of 2009)

VII – the rights classified as intangible, at the cost incurred in the acquisition less the balance of the respective amortization account; (Included by Law No. 11.638, of 2007)

VIII – the asset elements arising from long-term operations shall be adjusted to present value, with the others adjusted when there is a relevant effect. (Included by Law No. 11.638, of 2007)

(See Law No. 12.973, of 2014)

§ 1 For the purposes of the provisions of this article, market value is considered to be:

§ 1 For the purposes of the provisions of this article, fair value is considered to be:

(Wording given by Provisional Measure No. 449, of 2008)

§ 1 For the purposes of the provisions of this article, fair value is considered to be: (Wording given by Law No. 11.941, of 2009)

a) of raw materials and goods in the warehouse, the price at which they can be replaced, through purchase on the market;

b) of goods or rights intended for sale, the net realizable price through sale on the market, less taxes and other expenses necessary for the sale, and the profit margin;

c) of investments, the net value at which they can be transferred to third parties.

d) of financial instruments, the value that can be obtained in an active market, arising from a non-compulsory transaction carried out between independent parties; and, in the absence of an active market for a given financial instrument: (Included by Law No. 11.638, of 2007)

1) the value that can be obtained in an active market with the negotiation of another financial instrument of similar nature, term and risk; (Included by Law No. 11.638, of 2007)

2) the net present value of future cash flows for financial instruments of similar nature, term and risk; or (Included by Law No. 11.638, of 2007)

3) the value obtained through mathematical-statistical models for pricing financial instruments. (Included by Law No. 11.638, of 2007)

§ 2 The decrease in value of the elements of fixed assets shall be recorded periodically in the accounts of:

§ 2 The decrease in the value of the elements of fixed, intangible and deferred assets shall be recorded periodically in the accounts of: (Wording given by Law No. 11.638, of 2007)

§ 2 The decrease in the value of the elements of fixed and intangible assets shall be recorded periodically in the accounts of:

(Wording given by Provisional Measure No. 449, of 2008)

§ 2 The decrease in the value of the elements of fixed and intangible assets shall be recorded periodically in the accounts of: (Wording given by Law No. 11.941, of 2009)

a) depreciation, when it corresponds to the loss of value of rights whose object is physical goods subject to wear or loss of utility through use, action of nature or obsolescence;

b) amortization, when it corresponds to the loss of value of capital applied in the acquisition of industrial or commercial property rights and any others with existence or exercise of limited duration, or whose object is goods for use for a legally or contractually limited period;

c) depletion, when it corresponds to the loss of value, arising from its exploitation, of rights whose object is mineral or forest resources, or goods applied in that exploitation.

§ 3 The resources applied in deferred assets shall be amortized periodically, within a period not exceeding 10 (ten) years, from the beginning of normal operation or of the fiscal year in which the benefits arising from them begin to be enjoyed, and the loss of the capital applied must be recorded when the undertakings or activities to which they were destined are abandoned, or when it is proven that those activities will not be able to produce sufficient results to amortize them.

§ 3 The company shall periodically perform an analysis of the recovery of the amounts recorded in fixed assets, intangible assets and deferred assets, so that they are: (Wording given by Law No. 11.638, of 2007)

§ 3 The company shall periodically perform an analysis of the recovery of the amounts recorded in fixed assets and intangible assets, so that they are:

(Wording given by Provisional Measure No. 449, of 2008)

§ 3 The company shall periodically perform an analysis of the recovery of the amounts recorded in fixed assets and intangible assets, so that they are: (Wording given by Law No. 11.941, of 2009)

I – recorded the losses of value of the capital applied when there is a decision to interrupt the undertakings or activities to which they were destined or when it is proven that they will not be able to produce sufficient results to recover that value; or (Included by Law No. 11.638, of 2007)

II – revised and adjusted the criteria used to determine the estimated useful economic life and to calculate depreciation, depletion and amortization. (Included by Law No. 11.638, of 2007)

§ 4 Inventories of fungible goods intended for sale may be valued at market value, when that is the mercantile custom accepted by accounting technique.

Liability Valuation Criteria

Art. 184. In the balance sheet, the liability elements shall be valued in accordance with the following criteria:

I - obligations, charges and risks, known or calculable, including Income Tax payable based on the result of the fiscal year, shall be computed at the value updated up to the balance sheet date;

II - obligations in foreign currency, with an exchange parity clause, shall be converted into national currency at the exchange rate in force on the balance sheet date;

III - obligations subject to monetary correction shall be updated up to the balance sheet date.

III – obligations, charges and risks classified as long-term liabilities shall be adjusted to their present value, with the others adjusted when there is a relevant effect. (Wording given by Law No. 11.638, of 2007)

III - obligations, charges and risks classified as non-current liabilities shall be adjusted to their present value, with the others adjusted when there is a relevant effect.

(Wording given by Provisional Measure No. 449, of 2008)

III – the obligations, charges and risks classified as non-current liabilities shall be adjusted to their present value, with the others adjusted when there is a relevant effect. (Text given by Law No. 11.941, of 2009) (See Law No. 12.973, of 2014)

Valuation Criteria in Corporate Transactions

(Included by Provisional Measure No. 449, of 2008)

Art. 184-A. The Securities Commission shall establish, based on the competence conferred by § 3 of art. 177, special valuation and accounting rules applicable to the acquisition of control, equity interests or business segments. (Included by Provisional Measure No. 449, of 2008)

Valuation Criteria in Corporate Transactions

(Included by Law No. 11.941, of 2009)

Art. 184-A. The Securities Commission shall establish, based on the competence conferred by § 3 of art. 177 of this Law, special valuation and accounting rules applicable to the acquisition of control, equity interests or businesses. (Included by Law No. 11.941, of 2009)

Monetary Correction

Art. 185.

In the financial statements, the effects of changes in the purchasing power of the national currency on the value of the elements of equity and the results for the year must be considered.

(Repealed by Law No. 7.730, of 1989)

§ 1st The following shall be corrected, based on the indices of devaluation of the national currency recognized by the federal authorities:

(Repealed by Law No. 7.730, of 1989)

a) the acquisition cost of the elements of permanent assets, including the resources applied in deferred assets, the balances of the depreciation, amortization and depletion accounts, and the provisions for losses;

(Repealed by Law No. 7.730, of 1989)

b) the balances of the shareholders' equity accounts.

(Repealed by Law No. 7.730, of 1989)

§ 2 The variation in the shareholders' equity accounts, arising from monetary correction, shall be added to the respective balances, except for the correction of paid-in capital, which shall constitute the capital reserve referred to in § 2 of article 182.

(Repealed by Law No. 7.730, of 1989)

§ 3 The counterparties of the monetary correction adjustments shall be recorded in an account whose balance shall be computed in the result for the year.

(Repealed by Law No. 7.730, of 1989)

SECTION IV

Statement of Accumulated Profits or Losses

Art. 186. The statement of accumulated profits or losses shall discriminate:

I - the balance at the beginning of the period, the adjustments of previous years and the monetary correction of the initial balance;

II - the reversals of reserves and the net profit for the year;

III - the transfers to reserves, the dividends, the portion of profits incorporated into capital and the balance at the end of the period.

§ 1 As adjustments of previous years, only those arising from the effects of a change in accounting criteria, or from the rectification of an error attributable to a certain previous year, and which cannot be attributed to subsequent facts, shall be considered.

§ 2 The statement of accumulated profits or losses shall indicate the amount of dividend per share of the capital stock and may be included in the statement of changes in shareholders' equity, if prepared and published by the company.

SECTION V

Statement of Income for the Year

Art. 187. The statement of income for the year shall discriminate:

I - the gross revenue from sales and services, the deductions from sales, the discounts and the taxes;

II - the net revenue from sales and services, the cost of goods and services sold and the gross profit;

III - the selling expenses, the financial expenses, deducted from revenues, the general and administrative expenses, and other operating expenses;

IV - the operating profit or loss, the non-operating revenues and expenses and the balance of the monetary correction account (article 185, § 3);

IV -

the operating profit or loss, the non-operating revenues and expenses;

(Text given by Law No. 9.249, of 1995)

IV - the operating profit or loss, the other revenues and the other expenses;

(Text given by Provisional Measure No. 449, of 2008)

IV – the operating profit or loss, the other revenues and the other expenses; (Text given by Law No. 11.941, of 2009)

V - the result for the year before Income Tax and the provision for the tax;

VI - the participations of debentures, employees, administrators and beneficiary parties, and the contributions to institutions or funds for assistance or pension of employees;

VI – the participations of debentures, of employees and administrators, even in the form of financial instruments, and of institutions or funds for assistance or pension of employees, which are not characterized as expenses; (Text given by Law No. 11.638, of 2007)

VI - the participations of debentures, employees, administrators and beneficiary parties, even in the form of financial instruments, and of institutions or funds for assistance or pension of employees, which are not characterized as expenses;

(Text given by Provisional Measure No. 449, of 2008)

VI – the participations of debentures, employees, administrators and beneficiary parties, even in the form of financial instruments, and of institutions or funds for assistance or pension of employees, which are not characterized as expenses; (Text given by Law No. 11.941, of 2009)

VII - the net profit or loss for the year and its amount per share of the capital stock.

§ 1 In determining the result for the year, the following shall be computed:

a) the revenues and income earned in the period, regardless of their realization in currency; and

b) the costs, expenses, charges and losses, paid or incurred, corresponding to these revenues and income.

§ 2 The increase in the value of elements of assets due to new valuations, recorded as revaluation reserve (article 182, § 3), only after being realized may be computed as profit for the purpose of distributing dividends or participations.

§ 2 (Repealed). (Text given by Law No. 11.638, of 2007)

(Repealed by Law No. 11,638, of 2007)

SECTION VI

Statement of Sources and Applications of Funds

Statements of Cash Flows and Value Added

(Text provided by Law No. 11,638, of 2007)

Art. 188. The statement of sources and applications of funds shall indicate the changes in the company's financial position, detailing:

I - the sources of funds, grouped into:

a) profit for the year, increased by depreciation, amortization or depletion and adjusted by the variation in results of future years;

b) realization of share capital and contributions to capital reserves;

c) third-party funds, originating from an increase in long-term liabilities, a reduction in long-term realizable assets and the disposal of investments and rights of fixed assets.

II - the applications of funds, grouped into:

a) dividends distributed;

b) acquisition of rights of fixed assets;

c) increase in long-term realizable assets, investments and deferred assets;

d) reduction of long-term liabilities.

Art. 188. The statements referred to in items IV and V of the

caput

of art. 176 of this Law shall indicate, at a minimum: (Text provided by Law No. 11,638, of 2007)

I – statement of cash flows – the changes occurring, during the year, in the cash and cash equivalents balance, segregating these changes into, at a minimum, 3 (three) flows: (Text provided by Law No. 11,638, of 2007)

a) from operations; (Text provided by Law No. 11,638, of 2007)

b) from financing; and (Text provided by Law No. 11,638, of 2007)

c) from investments; (Text provided by Law No. 11,638, of 2007)

II – statement of value added – the value of the wealth generated by the company, its distribution among the elements that contributed to the generation of this wealth, such as employees, financiers, shareholders, government and others, as well as the portion of the wealth not distributed. (Text provided by Law No. 11,638, of 2007)

III - the excess or insufficiency of sources of funds in relation to applications, representing an increase or reduction in net working capital;

(Repealed by Provisional Measure No. 449, of 2008)

(Repealed by Law No. 11,941, of 2009)

IV - the balances, at the beginning and end of the year, of current assets and liabilities, the amount of net working capital and its increase or reduction during the year.

(Repealed by Provisional Measure No. 449, of 2008)

(Repealed by Law No. 11,941, of 2009)

CHAPTER XVI

Profit, Reserves and Dividends

SECTION I

Profit

Deduction of Losses and Income Tax

Art. 189. From the result for the year, before any participation, accumulated losses and the provision for Income Tax shall be deducted.

Sole paragraph. the loss for the year shall be mandatorily absorbed by accumulated profits, profit reserves and the legal reserve, in that order.

Participations

Art. 190. The statutory participations of employees, managers and beneficiaries shall be determined, successively and in that order, based on the profits remaining after deducting the previously calculated participation.

Sole paragraph. The provisions of the paragraphs of article 201 shall apply to the payment of participations of managers and beneficiaries.

Net Profit

Art. 191. Net profit for the year is the result for the year remaining after deducting the participations referred to in article 190.

Proposal for Allocation of Profit

Art. 192. Together with the financial statements for the year, the management bodies of the company shall present to the ordinary general meeting, observing the provisions of articles 193 to 203 and the bylaws, a proposal on the allocation to be given to the net profit for the year.

SECTION II

Reserves and Retention of Profits

Legal Reserve

Art. 193. From the net profit for the year, 5% (five percent) shall be applied, before any other allocation, in the constitution of the legal reserve, which shall not exceed 20% (twenty percent) of the share capital.

§ 1º The company may refrain from constituting the legal reserve in the year in which the balance of this reserve, plus the amount of capital reserves referred to in § 1º of article 182, exceeds 30% (thirty percent) of the share capital.

§ 2º The legal reserve is intended to ensure the integrity of the share capital and may only be used to offset losses or increase capital.

Statutory Reserves

Art. 194. The bylaws may create reserves provided that, for each one:

I - it indicates, in a precise and complete manner, its purpose;

II - it sets the criteria for determining the annual portion of net profits to be allocated to its constitution; and

III - it establishes the maximum limit of the reserve.

Reserves for Contingencies

Art. 195. The general meeting may, upon proposal of the management bodies, allocate part of the net profit to the formation of a reserve for the purpose of compensating, in a future year, the decrease in profit resulting from a loss deemed probable, whose value can be estimated.

§ 1º The proposal of the management bodies shall indicate the cause of the expected loss and justify, with the reasons of prudence that recommend it, the constitution of the reserve.

§ 2º The reserve shall be reversed in the year in which the reasons that justified its constitution cease to exist or in which the loss occurs.

Reserve of Tax Incentives

(Included by Law No. 11.638, of 2007)

Art. 195-A. The general meeting may, on the proposal of the management bodies, allocate to the reserve of tax incentives the portion of net profit arising from donations or government subsidies for investments, which may be excluded from the calculation basis of the mandatory dividend (item I of the caput

of art. 202 of this Law). (Included by Law No. 11.638, of 2007)

Retention of Profits

Art. 196. The general meeting may, on the proposal of the management bodies, resolve to retain a portion of the net profit for the fiscal year provided for in a capital budget previously approved by it.

§ 1 The budget, submitted by the management bodies with the justification for the proposed retention of profits, must include all sources of funds and applications of capital, fixed or circulating, and may have a duration of up to 5 (five) fiscal years, except in the case of execution, for a longer period, of an investment project.

§ 2 The budget may be approved at the ordinary general meeting that deliberates on the balance sheet for the fiscal year.

§ 2 The budget may be approved by the ordinary general meeting that deliberates on the balance sheet for the fiscal year and reviewed annually, when it has a duration longer than one fiscal year. (Wording given by Law No. 10.303, of 2001)

Reserve of Profits to be Realized

Art. 197. In the fiscal year in which the profits to be realized exceed the total deducted under articles 193 to 196, the general meeting may, on the proposal of the management bodies, allocate the excess to the constitution of a reserve of profits to be realized.

Sole paragraph. For the purposes of this article, profits to be realized are:

a) the credit balance of the record account of the counterparts of monetary correction adjustments (article 185, § 3);

b) the increase in the value of investments in associates and subsidiaries (article 248, III);

c) the profit on sales on credit realizable after the end of the following fiscal year.

Art. 197. In the fiscal year in which the amount of the mandatory dividend, calculated under the bylaws or art. 202, exceeds the realized portion of the net profit for the fiscal year, the general meeting may, on the proposal of the management bodies, allocate the excess to the constitution of a reserve of profits to be realized. (Wording given by Law No. 10.303, of 2001)

§ 1 For the purposes of this article, the portion of the net profit for the fiscal year that exceeds the sum of the following amounts is considered realized: (Wording given by Law No. 10.303, of 2001)

I - the positive net result of equity equivalence (art. 248); and (Included by Law No. 10.303, of 2001)

II - the profit, gain or income in operations whose term for financial realization occurs after the end of the following fiscal year. (Included by Law No. 10.303, of 2001)

II – the net profit, income or gain in operations or accounting of assets and liabilities at market value, whose term for financial realization occurs after the end of the following fiscal year. (Wording given by Law No. 11.638, of 2007)

§ 2 The reserve of profits to be realized may only be used for payment of the mandatory dividend and, for the purposes of item III of art. 202, the profits to be realized of each fiscal year that are the first to be realized in cash shall be considered as part of the reserve. (Included by Law No. 10.303, of 2001)

Limit of Constitution of Reserves and Retention of Profits

Art. 198. The allocation of profits for the constitution of the reserves dealt with in article 194 and the retention under article 196 may not be approved, in each fiscal year, to the detriment of the distribution of the mandatory dividend (article 202).

Limit of the Balance of Profit Reserves

Limit of the Balance of Profit Reserves

(Wording given by Law No. 11.638, of 2007)

Art. 199. The balance of profit reserves, except those for contingencies and profits to be realized, may not exceed the capital stock; once this limit is reached, the general meeting shall deliberate on the application of the excess to the payment or increase of the capital stock, or to the distribution of dividends.

Art. 199. The balance of profit reserves, except those for contingencies, tax incentives and profits to be realized, may not exceed the capital stock. Once this limit is reached, the general meeting shall deliberate on the application of the excess to the payment or increase of the capital stock or to the distribution of dividends. (Wording given by Law No. 11.638, of 2007)

Capital Reserve

Art. 200. Capital reserves may only be used for:

I - absorption of losses that exceed accumulated profits and profit reserves (article 189, sole paragraph);

II - redemption, reimbursement or purchase of shares;

III - redemption of beneficiary parts;

IV - incorporation into the capital stock;

V - payment of dividends to preferred shares, when this advantage is assured to them (article 17, § 5).

Sole paragraph. The reserve constituted with the proceeds from the sale of beneficiary parts may be allocated to the redemption of these securities.

SECTION III

Dividends

Origin

Art. 201. The company may only pay dividends from the net profit for the fiscal year, accumulated profits and profit reserves; and from capital reserve, in the case of preferred shares dealt with in § 5 of article 17.

§ 1 The distribution of dividends in disregard of the provisions of this article implies joint liability of the managers and fiscal officers, who must return to the company's cash the amount distributed, without prejudice to any criminal action applicable in the case.

§ 2 Shareholders are not obliged to return dividends they have received in good faith. Bad faith is presumed when dividends are distributed without the balance sheet being drawn up or in disagreement with its results.

Mandatory Dividend

Art. 202. Shareholders have the right to receive as mandatory dividend, in each fiscal year, the portion of profits established in the bylaws, or, if the bylaws are silent, half of the net profit for the fiscal year decreased or increased by the following amounts:

I - quota destined to the constitution of the legal reserve (article 193);

I I - amount destined to the formation of reserves for contingencies (article 195), and reversal of the same reserves formed in previous fiscal years;

III - profits to be realized transferred to the respective reserve (article 197), and profits previously recorded in that reserve that have been realized in the fiscal year.

Art. 202. Shareholders have the right to receive as mandatory dividend, in each fiscal year, the portion of profits established in the bylaws or, if the bylaws are silent, the amount determined in accordance with the following rules: (Amended by Law No. 10.303, of 2001)

(See Provisional Measure No. 608, of 2013)

(See Law No. 12.838, of 2013)

I - half of the net profit for the fiscal year decreased or increased by the following amounts: (Amended by Law No. 10.303, of 2001)

a) amount destined to the constitution of the legal reserve (art. 193); and (Included by Law No. 10.303, of 2001)

b) amount destined to the formation of the reserve for contingencies (art. 195) and reversal of the same reserve formed in previous fiscal years; (Included by Law No. 10.303, of 2001)

II - the payment of the dividend determined under the terms of item I may be limited to the amount of the net profit for the fiscal year that has been realized, provided that the difference is recorded as a reserve of profits to be realized (art. 197); (Amended by Law No. 10.303, of 2001)

III - the profits recorded in the reserve of profits to be realized, when realized and if they have not been absorbed by losses in subsequent fiscal years, must be added to the first dividend declared after realization. (Amended by Law No. 10.303, of 2001)

§ 1º The bylaws may establish the dividend as a percentage of profit or of share capital, or set other criteria to determine it, provided that they are regulated with precision and detail and do not subject minority shareholders to the discretion of the management bodies or of the majority.

§ 2º When the bylaws are silent and the general meeting resolves to amend them to introduce a rule on the matter, the mandatory dividend may not be less than 25% (twenty-five percent) of the net profit adjusted under the terms of this article.

§ 2 o When the bylaws are silent and the general meeting resolves to amend them to introduce a rule on the matter, the mandatory dividend may not be less than 25% (twenty-five percent) of the net profit adjusted under the terms of item I of this article. (Amended by Law No. 10.303, of 2001)

§ 3º In closed companies, the general meeting may, provided that there is no opposition from any shareholder present, resolve to distribute a dividend lower than the mandatory one under the terms of this article, or to retain all profit.

§ 3 o The general meeting may, provided that there is no opposition from any shareholder present, resolve to distribute a dividend lower than the mandatory one, under the terms of this article, or to retain all net profit, in the following companies: (Amended by Law No. 10.303, of 2001)

I - companies open exclusively for raising funds through debentures not convertible into shares; (Included by Law No. 10.303, of 2001)

II - closed companies, except those controlled by open companies that do not fall under the condition set forth in item I. (Included by Law No. 10.303, of 2001)

§ 4º The dividend provided for in this article shall not be mandatory in the fiscal year in which the management bodies inform the ordinary general meeting that it is incompatible with the company's financial situation. The fiscal council, if in operation, must issue an opinion on that information and, in an open company, its managers shall forward to the Securities Commission, within 5 (five) days of the holding of the general meeting, a justifying statement of the information transmitted to the meeting.

§ 5º The profits that cease to be distributed under the terms of § 4º shall be recorded as a special reserve and, if not absorbed by losses in subsequent fiscal years, must be paid as a dividend as soon as the company's financial situation permits.

§ 6 o The profits not allocated under the terms of arts. 193 to 197 must be distributed as dividends. (Included by Law No. 10.303, of 2001)

Dividends on Preferred Shares

Art. 203. The provisions of articles 194 to 197, and 202, shall not prejudice the right of preferred shareholders to receive the fixed or minimum dividends to which they have priority, including those in arrears, if cumulative. (See Provisional Measure No. 608, of 2013)

(See Law No. 12.838, of 2013)

Interim Dividends

Art. 204. A company that, by force of law or bylaw provision, prepares a semiannual balance sheet, may declare, by resolution of the management bodies, if authorized by the bylaws, a dividend based on the profit determined in that balance sheet.

§ 1º The company may, under the terms of a bylaw provision, prepare a balance sheet and distribute dividends in shorter periods, provided that the total dividends paid in each semester of the fiscal year do not exceed the amount of capital reserves referred to in § 1º of article 182.

§ 2º The bylaws may authorize the management bodies to declare interim dividends, based on accumulated profits or profit reserves existing in the last annual or semiannual balance sheet.

Payment of Dividends

Art. 205. The company shall pay the dividend on registered shares to the person who, on the date of the act of declaration of the dividend, is registered as owner or usufructuary of the share.

§ 1º Dividends may be paid by nominative check sent by mail to the address communicated by the shareholder to the company, or by credit to a bank checking account opened in the shareholder's name.

§ 2º Dividends on shares held in bank custody or on deposit under the terms of articles 41 and 43 shall be paid by the company to the depositary financial institution, which shall be responsible for delivering them to the holders of the deposited shares.

§ 3º The dividend shall be paid, unless the general meeting decides otherwise, within 60 (sixty) days from the date on which it is declared and, in any case, within the fiscal year.

CHAPTER XVII

Dissolution, Liquidation and Extinction

SECTION I

Dissolution

Art. 206. The company is dissolved:

I - by operation of law:

a) by the expiration of the term of duration;

b) in the cases provided for in the articles of association;

c) by resolution of the general meeting (article 136, number VII);

c) by resolution of the general meeting (art. 136, X);

(Wording given by Law No. 9.457, of 1997)

d) by the existence of 1 (one) sole shareholder, verified at an ordinary general meeting, if the minimum of 2 (two) is not restored by the following year, except as provided in article 251;

e) by the extinction, in the manner provided by law, of the authorization to operate.

II - by judicial decision:

a) when its incorporation is annulled, in an action brought by any shareholder;

b) when it is proven that it cannot fulfill its purpose, in an action brought by shareholders representing 5% (five percent) or more of the share capital;

c) in the event of bankruptcy, in the manner provided for in the respective law;

III - by decision of the competent administrative authority, in the cases and in the manner provided for in special law.

Effects

Art. 207. The dissolved company retains its legal personality until extinction, for the purpose of proceeding with liquidation.

SECTION II

Liquidation

Liquidation by the Company's Bodies

Art. 208. If the articles of association are silent, the general meeting shall, in the cases of number I of article 206, determine the manner of liquidation and appoint the liquidator and the fiscal council that shall serve during the liquidation period.

§ 1º The company that has a board of directors may retain it, and it shall be responsible for appointing the liquidator; the fiscal council shall function permanently or upon request of shareholders, as provided in the articles of association.

§ 2º The liquidator may be removed, at any time, by the body that appointed him.

Judicial Liquidation

Art. 209. In addition to the cases provided for in number II of article 206, liquidation shall be processed judicially:

I - at the request of any shareholder, if the administrators or the majority of shareholders fail to promote the liquidation, or oppose it, in the cases of number I of article 206;

II - upon request of the Public Prosecutor's Office, in view of communication from the competent authority, if the company, within the 30 (thirty) days following the dissolution, does not initiate liquidation or if, after initiating it, interrupts it for more than 15 (fifteen) days, in the case of subparagraph e of number I of article 206.

Sole paragraph. In judicial liquidation, the provisions of the procedural law shall be observed, and the liquidator shall be appointed by the Judge.

Duties of the Liquidator

Art. 210. The duties of the liquidator are:

I - to file and publish the minutes of the general meeting, or certificate of judgment, that has resolved or decided upon the liquidation;

II - to collect the assets, books and documents of the company, wherever they may be;

III - to immediately prepare, within a period not exceeding that fixed by the general meeting or by the judge, the company's balance sheet;

IV - to conclude the company's business, realize the assets, pay the liabilities, and distribute the remainder among the shareholders;

V - to require the shareholders, when the assets are insufficient to settle the liabilities, to pay in their shares;

VI - to convene the general meeting, in the cases provided for by law or when deemed necessary;

VII - to confess the company's bankruptcy and request concordata, in the cases provided for by law;

VIII - upon completion of the liquidation, to submit to the general meeting a report of the acts and operations of the liquidation and its final accounts;

IX - to file and publish the minutes of the general meeting that has concluded the liquidation.

Powers of the Liquidator

Art. 211. The liquidator is responsible for representing the company and performing all acts necessary for the liquidation, including alienating movable or immovable property, settling, receiving and giving discharge.

Sole paragraph. Without express authorization from the general meeting, the liquidator may not encumber assets and contract loans, except when indispensable for the payment of unavoidable obligations, nor continue, even to facilitate liquidation, the corporate activity.

Company Name

Art. 212. In all acts or operations, the liquidator shall use the corporate name followed by the words "in liquidation".

General Meeting

Art. 213. The liquidator shall convene the general meeting every 6 (six) months, to render accounts of the acts and operations performed in the semester and present the report and balance sheet of the state of liquidation; the general meeting may fix, for such account renderings, shorter or longer periods which, in any case, shall not be less than 3 (three) nor more than 12 (twelve) months.

§ 1º In the general meetings of the company in liquidation, all shares enjoy equal voting rights, and any restrictions or limitations that may exist in relation to ordinary or preferred shares become ineffective; upon cessation of the liquidation state, the effectiveness of restrictions or limitations relating to voting rights is restored.

§ 2º In the course of judicial liquidation, the general meetings necessary to deliberate on the interests of the liquidation shall be convened by order of the judge, who is responsible for presiding over them and summarily resolving doubts and disputes that are raised. The minutes of the general meetings shall be attached to the judicial process by authentic copies.

Payment of Liabilities

Art. 214. Respecting the rights of preferential creditors, the liquidator shall pay the corporate debts proportionally and without distinction between due and maturing debts, but, in relation to the latter, with a discount at bank rates.

Sole paragraph. If the assets exceed the liabilities, the liquidator may, under his personal responsibility, pay the due debts in full.

Distribution of Assets

Art. 215. The general meeting may resolve that, before the liquidation is completed and after all creditors have been paid, distributions shall be made among the shareholders, in proportion as the corporate assets are ascertained.

§ 1º The general meeting may approve, by the vote of shareholders representing at least 90% (ninety percent) of the shares, after the creditors have been paid or secured, special conditions for the partition of the remaining assets, with the allocation of assets to the partners, at book value or another value fixed by it.

§ 1º The general meeting may approve, by the vote of shareholders representing at least 90% (ninety percent) of the votes conferred by shares with voting rights, after the creditors have been paid or secured, special conditions for the partition of the remaining assets, with the allocation of assets to the partners, at book value or another value fixed by it.

(Text as amended by Law No. 14,195, of 2021)

§ 2º If the dissenting shareholder proves (Article 216, § 2º) that the special conditions of partition were intended to favor the majority, to the detriment of the share that would have fallen to him, if such conditions did not exist, the partition shall be suspended, if not consummated, or, if already consummated, the majority shareholders shall indemnify the minority shareholders for the losses ascertained.

Presentation of Accounts

Art. 216. Once the liabilities have been paid and the remaining assets distributed, the liquidator shall convene the general meeting for the final presentation of accounts.

§ 1º Once the accounts are approved, the liquidation is closed and the company is extinguished.

§ 2º The dissenting shareholder shall have a period of 30 (thirty) days, counted from the publication of the minutes, to bring the appropriate action.

Liability in Liquidation

Art. 217. The liquidator shall have the same responsibilities as the administrator, and the duties and responsibilities of the administrators, fiscal council members and shareholders shall continue until the extinction of the company.

Right of Unsatisfied Creditor

Art. 218. Once the liquidation is closed, the unsatisfied creditor shall only have the right to demand from the shareholders, individually, payment of his credit, up to the limit of the sum received by them, and to bring against the liquidator, if applicable, an action for losses and damages. The shareholder who is sued shall have the right to recover from the others the share that falls to them in the credit paid.

SECTION III

Extinction

Art. 219. The company is extinguished:

I - by the closing of the liquidation;

II - by incorporation or merger, and by spin-off with transfer of all assets to other companies.

CHAPTER XVIII

Transformation, Incorporation, Merger and Spin-off

SECTION I

Transformation

Concept and Form

Art. 220. Transformation is the operation by which the company changes from one type to another, regardless of dissolution and liquidation.

Sole paragraph. The transformation shall comply with the rules governing the incorporation and registration of the type to be adopted by the company.

Resolution

Art. 221. The transformation requires the unanimous consent of the partners or shareholders, unless provided for in the bylaws or in the articles of association, in which case the dissenting partner shall have the right to withdraw from the company.

Sole paragraph. The partners may waive, in the articles of association, the right of withdrawal in the case of transformation into a company.

Rights of Creditors

Art. 222. The transformation shall not prejudice, in any case, the rights of creditors, who shall continue, until full payment of their credits, with the same guarantees that the previous type of company offered them.

Sole paragraph. The bankruptcy of the transformed company shall only produce effects in relation to the partners who, in the previous type, would be subject to them, if requested by the holders of credits prior to the transformation, and shall only benefit these.

SECTION II

Incorporation, Merger and Spin-off

Competence and Process

Art. 223. Incorporation, merger or spin-off may be carried out between companies of the same or different types and shall be resolved in the manner provided for the amendment of their respective bylaws or articles of association.

§ 1º In operations in which a company is created, the rules governing the incorporation of companies of its type shall be observed.

§ 2º The partners or shareholders of the incorporated, merged or spun-off companies shall receive, directly from the issuing company, the shares to which they are entitled.

§ 3º If the incorporation, merger or spin-off involves a publicly held company, the companies that succeed it shall also be publicly held, and must obtain the respective registration and, if applicable, promote the admission of trading of the new shares on the secondary market, within a maximum period of one hundred and twenty days, counted from the date of the general meeting that approved the operation, observing the pertinent rules issued by the Securities Commission.

(Included by Law No. 9,457, of 1997)

§ 4º Failure to comply with the provisions of the preceding paragraph shall give the shareholder the right to withdraw from the company, upon reimbursement of the value of his shares (Art. 45), within thirty days following the end of the period referred to therein, observing the provisions of §§ 1º and 4º of Art. 137. (Included by Law No. 9,457, of 1997)

Protocol

Art. 224. The conditions of the incorporation, merger or spin-off with incorporation into an existing company shall be set forth in a protocol signed by the management bodies or partners of the interested companies, which shall include:

I - the number, type and class of shares to be attributed in substitution of the rights of partners that will be extinguished and the criteria used to determine the substitution ratios;

II - the active and passive elements that will form each portion of the assets, in the case of spin-off;

III - the criteria for valuation of the net equity, the date to which the valuation will refer, and the treatment of subsequent equity variations;

IV - the solution to be adopted regarding the shares or quotas of the capital of one of the companies held by another;

V - the value of the capital of the companies to be created or of the increase or reduction of the capital of the companies that are part of the operation;

VI - the draft or drafts of bylaws, or of bylaw amendments, that must be approved to effect the operation;

VII - all other conditions to which the operation is subject.

Sole paragraph. The amounts subject to determination shall be indicated by estimate.

Justification

Art. 225. The operations of incorporation, merger and spin-off shall be submitted to the deliberation of the general meeting of the companies concerned, by means of a justification, in which the following shall be set forth:

I - the reasons or purposes of the operation, and the company's interest in carrying it out;

II - the shares that the preferred shareholders will receive and the reasons for modifying their rights, if provided for;

III - the composition, after the operation, according to types and classes of shares, of the capital of the companies that must issue shares in substitution for those that must be extinguished;

IV - the redemption value of the shares to which dissenting shareholders will be entitled.

Formation of Capital

Transformation, Incorporation, Merger and Spin-off

(Redaction given by Law No. 11,638, of 2007)

Art. 226. The operations of incorporation, merger and spin-off may only be carried out under the approved conditions if the appointed experts determine that the value of the equity or net equities to be contributed for the formation of the capital stock is at least equal to the amount of the capital to be paid in.

§ 1º The shares or quotas of the capital of the company to be incorporated that are owned by the incorporating company may, as provided in the incorporation protocol, be extinguished, or replaced by treasury shares of the incorporating company, up to the limit of accumulated profits and reserves, except the legal reserve.

§ 2º The provisions of § 1º shall apply to cases of merger, when one of the merged companies owns shares or quotas of another, and to spin-off with incorporation, when the company that incorporates part of the spun-off company's equity owns shares or quotas of its capital.

§ 3 In the operations referred to in the

caput of this article, carried out between independent parties and linked to the effective transfer of control, the assets and liabilities of the company to be incorporated or resulting from merger or spin-off shall be accounted for at their market value. (Included by Law No. 11,638, of 2007)

§ 3 The Securities Commission shall establish special valuation and accounting rules applicable to merger, incorporation and spin-off operations involving a publicly held company.

(Redaction given by Provisional Measure No. 449, of 2008)

§ 3 The Securities Commission shall establish special valuation and accounting rules applicable to merger, incorporation and spin-off operations involving a publicly held company. (Redaction given by Law No. 11,941, of 2009)

Incorporation

Art. 227. Incorporation is the operation by which one or more companies are absorbed by another, which succeeds them in all rights and obligations.

§ 1º The general meeting of the incorporating company, if it approves the operation protocol, must authorize the capital increase to be subscribed and paid in by the incorporated company through the contribution of its net equity, and appoint the experts who will evaluate it.

§ 2º The company to be incorporated, if it approves the operation protocol, shall authorize its managers to perform the acts necessary for the incorporation, including the subscription of the capital increase of the incorporating company.

§ 3º Once the appraisal report and the incorporation are approved by the general meeting of the incorporating company, the incorporated company is extinguished, and the former shall be responsible for filing and publishing the acts of incorporation.

Merger

Art. 228. Merger is the operation by which two or more companies unite to form a new company, which shall succeed them in all rights and obligations.

§ 1º The general meeting of each company, if it approves the merger protocol, must appoint the experts who will evaluate the net equities of the other companies.

§ 2º Once the appraisal reports are presented, the managers shall convene the partners or shareholders of the companies to a general meeting, which shall take cognizance thereof and decide on the definitive constitution of the new company, and the partners or shareholders are prohibited from voting on the appraisal report of the net equity of the company of which they are part.

§ 3º Once the new company is constituted, the first managers shall be responsible for filing and publishing the acts of the merger.

Spin-off

Art. 229. Spin-off is the operation by which the company transfers portions of its equity to one or more companies, constituted for that purpose or already existing, with the spun-off company being extinguished, if there is a contribution of all its equity, or its capital being divided, if the contribution is partial.

§ 1º Without prejudice to the provisions of article 233, the company that absorbs a portion of the equity of the spun-off company succeeds it in the rights and obligations related in the spin-off act; in the case of spin-off with extinction, the companies that absorb portions of the equity of the spun-off company shall succeed it, in proportion to the net equities transferred, in the rights and obligations not related.

§ 2º In the spin-off with contribution of a portion of the equity to a new company, the operation shall be deliberated by the general meeting of the company based on a justification that shall include the information referred to in the items of article 224; the meeting, if it approves it, shall appoint the experts who will evaluate the portion of the equity to be transferred, and shall act as the constituting meeting of the new company.

§ 3º The spin-off with contribution of a portion of the equity to an already existing company shall comply with the provisions on incorporation (article 227).

§ 4º Once the spin-off with extinction of the spun-off company is carried out, the managers of the companies that have absorbed portions of its equity shall be responsible for filing and publishing the acts of the operation; in the spin-off with partial contribution of the equity, this duty shall be incumbent on the managers of the spun-off company and of the company that absorbs a portion of its equity.

§ 5º The shares paid in with portions of the equity of the spun-off company shall be attributed to its shareholders, in substitution for the extinguished shares, in proportion to those they held.

§ 5 The shares paid in with portions of the spun-off company's equity shall be allocated to their holders, in substitution for the extinguished ones, in proportion to those they held; allocation in a different proportion requires the approval of all holders, including non-voting shares.

(Text as amended by Law No. 9.457 of 1997)

Right of Withdrawal

Art. 230. A shareholder dissenting from the resolution approving the merger of the company into another company, or its consolidation or spin-off, has the right to withdraw from the company, upon reimbursement of the value of their shares (Article 137).

Sole paragraph. The period for exercising this right shall be counted from the publication of the minutes of the general meeting that approved the protocol or justification of the transaction, but payment of the reimbursement price shall only be due if the transaction is actually carried out.

Art. 230. In cases of merger or consolidation, the period for exercising the right of withdrawal, provided for in Article 137, item II, shall be counted from the publication of the minutes approving the protocol or justification, but payment of the reimbursement price shall only be due if the transaction is actually carried out. (Text as amended by Law No. 9.457 of 1997)

Rights of Debenture Holders

Art. 231. The merger, consolidation or spin-off of a company with debentures in circulation shall depend on the prior approval of the debenture holders, assembled at a meeting specially convened for that purpose.

§ 1 Approval by the meeting shall be waived if the debenture holders who so desire are assured, during a minimum period of 6 (six) months from the date of publication of the minutes of the meetings relating to the transaction, of the redemption of the debentures they hold.

§ 2 In the case of § 1, the spun-off company and the companies that absorb portions of its equity shall be jointly and severally liable for the redemption of the debentures.

Rights of Creditors in Merger or Consolidation

Art. 232. Up to 60 (sixty) days after publication of the acts relating to the merger or consolidation, a creditor previously harmed by it may seek judicial annulment of the transaction; after this period, a creditor who has not exercised this right shall lose it.

§ 1 The deposit of the amount in payment shall preclude the annulment sought.

§ 2 If the debt is unliquidated, the company may guarantee its performance, suspending the annulment proceedings.

§ 3 If, within the period of this article, the acquiring company or the new company becomes bankrupt, any prior creditor shall have the right to request the separation of the estates, so that the credits may be paid from the assets of the respective masses.

Rights of Creditors in Spin-off

Art. 233. In a spin-off with extinction of the spun-off company, the companies that absorb portions of its equity shall be jointly and severally liable for the obligations of the extinguished company. The spun-off company that survives and those that absorb portions of its equity shall be jointly and severally liable for the former's obligations prior to the spin-off.

Sole paragraph. The act of partial spin-off may stipulate that the companies that absorb portions of the spun-off company's equity shall be responsible only for the obligations transferred to them, without joint liability among themselves or with the spun-off company, but, in that case, any prior creditor may object to the stipulation, in relation to their credit, provided they notify the company within 90 (ninety) days from the date of publication of the acts of the spin-off.

Recording of Succession

Art. 234. The certificate issued by the commercial registry of the merger, consolidation or spin-off is a valid document for recording, in the competent public registries, the succession resulting from the transaction, in assets, rights and obligations.

CHAPTER XIX

Mixed-Capital Companies

Applicable Legislation

Art. 235. Mixed-capital corporations are subject to this Law, without prejudice to special provisions of federal law.

§ 1 Publicly held mixed-capital companies are also subject to the rules issued by the Securities Commission.

§ 2 Companies in which mixed-capital companies participate, whether as majority or minority shareholders, are subject to the provisions of this Law, without the exceptions provided for in this Chapter.

Formation and Acquisition of Control

Art. 236. The formation of a mixed-capital company depends on prior legislative authorization.

Sole paragraph. Whenever a legal entity governed by public law acquires, through expropriation, control of an operating company, the shareholders shall have the right to request, within 60 (sixty) days of publication of the minutes of the first general meeting held after acquisition of control, reimbursement of their shares; except if the company was already under the direct or indirect control of another legal entity governed by public law, or in the case of a public service concessionaire.

Purpose

Art. 237. A mixed-capital company may only undertake the enterprises or carry out the activities provided for in the law that authorized its formation.

§ 1 A mixed-capital company may only participate in other companies when authorized by law in the exercise of a legal option to apply Income Tax or investments for regional or sectoral development.

§ 2 Mixed-capital financial institutions may participate in other companies, subject to the rules established by the Central Bank of Brazil.

Controlling Shareholder

Art. 238. The legal entity that controls a mixed-capital company has the duties and responsibilities of the controlling shareholder (Articles 116 and 117), but may direct the company's activities so as to serve the public interest that justified its creation.

Management

Art. 239. Mixed-capital companies shall mandatorily have a Board of Directors, with the minority assured the right to elect one of the directors, if a greater number does not fall to them under the multiple voting process.

Sole paragraph. The duties and responsibilities of the managers of mixed-capital companies are the same as those of the managers of publicly held companies.

Fiscal Council

Art. 240. The functioning of the fiscal council shall be permanent in mixed-capital companies; one of its members, and their alternate, shall be elected by the minority common shares and another by the preferred shares, if any.

Monetary Correction

Art. 241. The mixed-capital company, when authorized by the Ministry to which it is linked, may limit the monetary correction of permanent assets (article 185) to the amount necessary to offset the correction of the shareholders' equity accounts. (Repealed by Decree-Law No. 2,287, of 1986)

Bankruptcy and Subsidiary Liability

Art. 242. Mixed-capital companies are not subject to bankruptcy, but their assets are subject to attachment and execution, and the legal entity that controls them is subsidiarily liable for their obligations.

(Repealed by Law No. 10,303, of 2001)

CHAPTER XX

Affiliated, Controlling and Controlled Companies

SECTION I

Information in the Management Report

Art. 243. The annual management report must list the company's investments in affiliated and controlled companies and mention the changes occurring during the fiscal year.

§ 1. Companies are affiliated when one participates, with 10% (ten percent) or more, in the capital of the other, without controlling it.

§ 1 Companies are affiliated when the investor has significant influence.

(Text provided by Provisional Measure No. 449, of 2008)

§ 1 Companies are affiliated when the investor has significant influence. (Text provided by Law No. 11,941, of 2009)

§ 2. A controlled company is considered to be the company in which the controlling company, directly or through other controlled companies, holds shareholder rights that ensure it, on a permanent basis, preponderance in corporate decisions and the power to elect the majority of the managers.

§ 3. The publicly held company shall disclose the additional information on affiliated and controlled companies required by the Securities Commission.

§ 4 Significant influence is considered to exist when the investor holds or exercises the power to participate in the decisions on the financial or operating policies of the investee, without controlling it.

(Included by Provisional Measure No. 449, of 2008)

§ 5 Significant influence is presumed when the investor holds twenty percent or more of the voting capital of the investee, without controlling it.

(Included by Provisional Measure No. 449, of 2008)

§ 4. Significant influence is considered to exist when the investor holds or exercises the power to participate in the decisions on the financial or operating policies of the investee, without controlling it. (Included by Law No. 11,941, of 2009)

§ 5 Significant influence is presumed when the investor holds 20% (twenty percent) or more of the voting capital of the investee, without controlling it. (Included by Law No. 11,941, of 2009)

§ 5. Significant influence is presumed when the investor holds 20% (twenty percent) or more of the votes conferred by the capital of the investee, without controlling it.

(Text provided by Law No. 14,195, of 2021)

SECTION II

Reciprocal Participation

Art. 244. Reciprocal participation between the company and its affiliated or controlled companies is prohibited.

§ 1. The provisions of this article do not apply to the case in which at least one of the companies participates in another in compliance with the conditions under which the law authorizes the acquisition of its own shares (article 30, § 1, item b).

§ 2. The shares of the controlling company's capital owned by the controlled company shall have their voting rights suspended.

§ 3. The provisions of § 2 of article 30 apply to the acquisition of shares of the publicly held company by its affiliated and controlled companies.

§ 4. In the case of § 1, the company must dispose, within 6 (six) months, of the shares or quotas exceeding the value of the profits or reserves, whenever these are reduced.

§ 5. Reciprocal participation, when it occurs due to merger, consolidation or spin-off, or the acquisition, by the company, of control of a company, must be mentioned in the reports and financial statements of both companies, and shall be eliminated within a maximum period of 1 (one) year; in the case of affiliated companies, unless otherwise agreed, the shares or quotas of the most recent acquisition shall be disposed of or, if of the same date, those representing the smallest percentage of the capital stock.

§ 6. The acquisition of shares or quotas resulting in reciprocal participation in violation of the provisions of this article entails joint and several civil liability of the company's managers, equating, for criminal purposes, to the illegal purchase of its own shares.

SECTION III

Liability of Managers and Controlling Companies

Managers

Art. 245. Managers may not, to the detriment of the company, favor an affiliated, controlling or controlled company, and they must ensure that transactions between the companies, if any, observe strictly commutative conditions, or with adequate compensatory payment; and they are liable to the company for the losses and damages resulting from acts performed in violation of the provisions of this article.

Controlling Company

Art. 246. The controlling company shall be obliged to compensate for the damages it causes to the company by acts performed in violation of the provisions of articles 116 and 117.

§ 1. The action to obtain compensation may be brought:

a) by shareholders representing 5% (five percent) or more of the capital stock;

b) by any shareholder, provided that they provide security for the costs and attorney's fees due in the event the action is dismissed.

§ 2. The controlling company, if convicted, in addition to compensating for the damage and bearing the costs, shall pay attorney's fees of 20% (twenty percent) and a premium of 5% (five percent) to the plaintiff, calculated on the amount of the indemnity.

SECTION IV

Financial Statements

Explanatory Notes

Art. 247. The explanatory notes to relevant investments must contain precise information about affiliated and controlled companies and their relations with the company, indicating:

Art. 247. The explanatory notes on the investments referred to in art. 248 must contain precise information on the affiliated and controlled companies and their relations with the company, indicating:

(Text given by Provisional Measure No. 449, of 2008)

Art. 247. The explanatory notes on the investments referred to in art. 248 of this Law must contain precise information on the affiliated and controlled companies and their relations with the company, indicating: (Text given by Law No. 11.941, of 2009)

I - the name of the company, its share capital and shareholders' equity;

II - the number, types and classes of shares or quotas owned by the company, and the market price of the shares, if any;

III - the net profit for the fiscal year;

IV - the credits and obligations between the company and the affiliated and controlled companies;

V - the amount of revenues and expenses in transactions between the company and the affiliated and controlled companies.

Sole paragraph. An investment is considered relevant:

a) in each affiliated or controlled company, if the book value is equal to or greater than 10% (ten percent) of the value of the company's shareholders' equity;

b) in the aggregate of affiliated and controlled companies, if the book value is equal to or greater than 15% (fifteen percent) of the value of the company's shareholders' equity.

Valuation of Investments in Affiliated and Controlled Companies

Art. 248. In the company's balance sheet, the relevant investments (article 247, sole paragraph) in affiliated companies over whose management it has influence, or in which it participates with 20% (twenty percent) or more of the share capital, and in controlled companies, shall be valued at shareholders' equity value, in accordance with the following rules:

Art. 248. In the company's balance sheet, investments in affiliated companies over whose management it has significant influence, or in which it participates with 20% (twenty percent) or more of the voting capital, in controlled companies and in other companies that are part of the same group or are under common control shall be valued by the equity method, in accordance with the following rules: (Text given by Law No. 11.638, of 2007)

Art. 248. In the company's balance sheet, investments in affiliated or controlled companies and in other companies that are part of the same group or are under common control shall be valued by the equity method, in accordance with the following rules:

(Text given by Provisional Measure No. 449, of 2008)

Art. 248. In the company's balance sheet, investments in affiliated or controlled companies and in other companies that are part of the same group or are under common control shall be valued by the equity method, in accordance with the following rules: (Text given by Law No. 11.941, of 2009)

I - the value of the shareholders' equity of the affiliated or controlled company shall be determined based on a balance sheet or trial balance drawn up, in compliance with the rules of this Law, on the same date, or up to 60 (sixty) days, at most, before the date of the company's balance sheet; the shareholders' equity value shall not include unrealized results arising from transactions with the company, or with other companies affiliated with the company, or controlled by it;

II - the value of the investment shall be determined by applying, to the shareholders' equity value referred to in the previous item, the percentage of participation in the capital of the affiliated or controlled company;

III - the difference between the value of the investment, in accordance with item II, and the acquisition cost adjusted for inflation; shall be recorded as a result of the fiscal year only:

a) if it arises from profit or loss determined in the affiliated or controlled company;

b) if it demonstrably corresponds to effective gains or losses;

c) in the case of a publicly held company, in compliance with the rules issued by the Securities Commission.

§ 1 For the purpose of determining the relevance of the investment, in the cases of this article, the balances of the company's credits against the affiliated and controlled companies shall be computed as part of the acquisition cost.

§ 2 The affiliated company, whenever requested by the company, shall prepare and provide the balance sheet or trial balance provided for in item I.

Consolidated Financial Statements

Art. 249. A publicly held company that has more than 30% (thirty percent) of the value of its shareholders' equity represented by investments in controlled companies shall prepare and disclose, together with its financial statements, consolidated financial statements under the terms of article 250.

Sole paragraph. The Securities Commission may issue rules on the companies whose financial statements must be included in the consolidation, and:

a) determine the inclusion of companies that, although not controlled, are financially or administratively dependent on the company;

b) authorize, in special cases, the exclusion of one or more controlled companies.

Rules on Consolidation

Art. 250. The following shall be excluded from the consolidated financial statements:

I - the participations of one company in another;

II - the balances of any accounts between the companies;

III - the portions of the results for the fiscal year, of accumulated profits or losses and of the cost of inventories or of permanent assets that correspond to results, not yet realized, of transactions between the companies.

III - the portions of the results for the fiscal year, of accumulated profits or losses and of the cost of inventories or of non-current assets that correspond to results, not yet realized, of transactions between the companies.

(Text given by Provisional Measure No. 449, of 2008)

III – the portions of the results for the fiscal year, of accumulated profits or losses and of the cost of inventories or of non-current assets that correspond to results, not yet realized, of transactions between the companies.

(Text given by Law No. 11.941, of 2009)

§ 1 The participation of controlling shareholders in shareholders' equity and in the net profit for the fiscal year shall be highlighted, respectively, in the balance sheet and in the consolidated statement of income for the fiscal year.

§ 1 The participation of non-controlling shareholders in shareholders' equity and in the profit for the fiscal year shall be highlighted, respectively, in the balance sheet and in the statement of income for the fiscal year.

(Text as amended by Law No. 9.457, of 1997)

§ 2 The portion of the acquisition cost of the investment in a controlled company that is not absorbed in the consolidation shall be maintained in permanent assets, with deduction of the adequate provision for already proven losses, and shall be the subject of an explanatory note.

§ 2 The portion of the acquisition cost of the investment in a controlled company that is not absorbed in the consolidation shall be maintained in non-current assets, with deduction of the adequate provision for already proven losses, and shall be the subject of an explanatory note.

(Text as amended by Provisional Measure No. 449, of 2008)

§ 2 The portion of the acquisition cost of the investment in a controlled company that is not absorbed in the consolidation shall be maintained in non-current assets, with deduction of the adequate provision for already proven losses, and shall be the subject of an explanatory note. (Text as amended by Law No. 11.941, of 2009)

§ 3 The amount of the participation that exceeds the acquisition cost shall constitute a portion highlighted from the results of future fiscal years until the existence of effective gain is proven.

§ 4 For the purposes of this article, controlled companies whose fiscal year ends more than 60 (sixty) days before the date of the closing of the company's fiscal year shall prepare, in compliance with the rules of this Law, extraordinary financial statements on a date within that period.

SECTION V

Wholly-Owned Subsidiary

Art. 251. The company may be incorporated, by public deed, having as its sole shareholder a Brazilian company.

§ 1 The company that subscribes in assets the capital of a wholly-owned subsidiary shall approve the appraisal report referred to in article 8, being liable under the terms of § 6 of article 8 and of article 10 and its sole paragraph.

§ 2 The company may be converted into a wholly-owned subsidiary by acquisition, by a Brazilian company, of all of its shares, or under the terms of article 252.

Incorporation of Shares

Art. 252. The incorporation of all shares of the capital stock into the equity of another Brazilian company, to convert it into a wholly-owned subsidiary, shall be submitted to the deliberation of the general meeting of the two companies by means of protocol and justification, under the terms of articles 224 and 225.

§ 1 The general meeting of the incorporating company, if it approves the operation, shall authorize the increase of capital, to be carried out with the shares to be incorporated, and appoint the experts who will appraise them; the shareholders shall not have a preemptive right to subscribe to the capital increase, but dissenting shareholders may withdraw from the company by reimbursement of the value of their shares, under the terms of article 230.

§ 1 The general meeting of the incorporating company, if it approves the operation, shall authorize the increase of capital, to be carried out with the shares to be incorporated, and appoint the experts who will appraise them; the shareholders shall not have a preemptive right to subscribe to the capital increase, but dissenting shareholders may withdraw from the company, observing the provisions of art. 137, II, by reimbursement of the value of their shares, under the terms of art. 230. (Text as amended by Law No. 9.457, of 1997)

§ 2 The general meeting of the company whose shares are to be incorporated may only approve the operation by the vote of at least half of the shares with voting rights, and if it approves, it shall authorize the board of directors to subscribe to the capital increase of the incorporating company, on behalf of its shareholders; dissenting shareholders from the deliberation shall have the right to withdraw from the company, by reimbursement of the value of their shares, under the terms of article 230.

§ 2 The general meeting of the company whose shares are to be incorporated may only approve the operation by the vote of at least half of the shares with voting rights, and if it approves, it shall authorize the board of directors to subscribe to the capital increase of the incorporating company, on behalf of its shareholders; dissenting shareholders from the deliberation shall have the right to withdraw from the company, observing the provisions of art. 137, II, by reimbursement of the value of their shares, under the terms of art. 230. (Text as amended by Law No. 9.457, of 1997)

§ 2 The general meeting of the company whose shares are to be incorporated may only approve the operation by at least half of the total votes conferred by the shares with voting rights and, if it approves, it shall authorize the board of directors to subscribe to the capital increase of the incorporating company, on behalf of its shareholders, and dissenting shareholders from the deliberation shall have the right to withdraw from the company, observing the provisions of item II of the caput of art. 137 of this Law, by reimbursement of the value of their shares, under the terms of art. 230 of this Law.

(Text as amended by Law No. 14.195, of 2021)

§ 3 Once the appraisal report is approved by the general meeting of the incorporating company, the incorporation shall be effected and the holders of the incorporated shares shall receive directly from the incorporating company the shares to which they are entitled.

§ 4 The Securities Commission shall establish special appraisal and accounting rules applicable to share incorporation operations involving a publicly held company.

(Included by Provisional Measure No. 449, of 2008)

§ 4 The Securities Commission shall establish special appraisal and accounting rules applicable to share incorporation operations involving a publicly held company. (Text as amended by Law No. 11.941, of 2009)

Admission of Shareholders in a Wholly-Owned Subsidiary

Art. 253. In proportion to the shares they hold in the company's capital, shareholders shall have a preemptive right to:

I - acquire shares of the capital of the wholly-owned subsidiary, if the company decides to sell them in whole or in part; and

II - subscribe to a capital increase of the wholly-owned subsidiary, if the company decides to admit other shareholders.

Sole paragraph. The shares or the capital increase of the wholly-owned subsidiary shall be offered to the shareholders of the company at a general meeting called for that purpose, and the provisions of article 171 shall apply to the case, as applicable.

SECTION VI

Disposal of Control

Disclosure

Art. 254.

The disposal of control of a publicly-held company shall depend on prior authorization from the Securities Commission.

(Repealed by Law No. 9.457, of 1997)

§ 1 The Securities Commission must ensure that minority shareholders are assured equal treatment, through a simultaneous public offering to acquire shares.

(Repealed by Law No. 9.457, of 1997)

§ 2 If the number of shares offered, including those of the controlling or majority shareholders, exceeds the maximum provided for in the offering, apportionment shall be mandatory, in the manner provided for in the public offering instrument.

(Repealed by Law No. 9.457, of 1997)

§ 3 The National Monetary Council shall be responsible for establishing the rules to be observed in the public offering relating to the disposal of control of a publicly-held company. (Repealed by Law No. 9.457, of 1997)

Art. 254-A. The disposal, direct or indirect, of control of a publicly-held company may only be contracted under the condition, whether suspensive or resolutory, that the acquirer undertakes to make a public offering to acquire the voting shares owned by the other shareholders of the company, so as to assure them a price at least equal to 80% (eighty percent) of the value paid per voting share forming part of the control block. (Included by Law No. 10.303, of 2001)

§ 1 Disposal of control is understood as the transfer, directly or indirectly, of shares forming part of the control block, of shares linked to shareholders' agreements and of securities convertible into voting shares, assignment of rights to subscribe for shares and of other securities or rights relating to securities convertible into shares that may result in the disposal of corporate control of the company. (Included by Law No. 10.303, of 2001)

§ 2 The Securities Commission shall authorize the disposal of control referred to in the caput, provided that it is verified that the conditions of the public offering meet the legal requirements. (Included by Law No. 10.303, of 2001)

§ 3 The Securities Commission shall be responsible for establishing the rules to be observed in the public offering referred to in the caput. (Included by Law No. 10.303, of 2001)

§ 4 The acquirer of the corporate control of a publicly-held company may offer the minority shareholders the option to remain in the company, upon payment of a premium equivalent to the difference between the market value of the shares and the value paid per share forming part of the control block. (Included by Law No. 10.303, of 2001)

§ 5 (VETOED) (Included by Law No. 10.303, of 2001)

Publicly-Held Company Subject to Authorization

Art. 255. The disposal of control of a publicly-held company that depends on government authorization to operate and whose ordinary shares are, by force of law, registered or endorsable, is subject to prior authorization from the competent body to approve the amendment of its bylaws.

Art. 255. The disposal of control of a publicly-held company that depends on government authorization to operate is subject to prior authorization from the competent body to approve the amendment of its bylaws.

(Text given by Law No. 9.457, of 1997)

§ 1 The competent authority to authorize the disposal must ensure that minority shareholders are assured equitable treatment, through a simultaneous public offering to acquire their shares, or the apportionment, among all shareholders, of the company's intangibles, including authorization to operate.

(Repealed by Law No. 9.457, of 1997)

§ 2 If the purchaser intends to incorporate the company, or merge with it, the equitable treatment referred to in § 1 shall be assessed in the context of the operations.

(Repealed by Law No. 9.457, of 1997)

Approval by the Purchaser's General Meeting

Art. 256. The purchase, by a publicly-held company, of control of any commercial company shall depend on a resolution of the purchaser's general meeting, specially called to consider the operation, whenever:

I - The purchase price constitutes, for the purchaser, a relevant investment (article 247, sole paragraph); or

II - the average price of each share or quota exceeds one and a half times the highest of the 3 (three) values indicated below:

a) average quotation of the shares on the stock exchange, during the 90 (ninety) days prior to the date of contracting (article 254, sole paragraph);

a) average quotation of the shares on the stock exchange or on the organized over-the-counter market, during the ninety days prior to the date of contracting;

(Text given by Law No. 9.457, of 1997)

b) value of net equity (article 248) of the share or quota, with the equity valued at market prices (article 183, § 1);

c) value of the net profit of the share or quota, which may not exceed 15 (fifteen) times the annual net profit per share (article 187 item VII) in the last 2 (two) fiscal years, monetarily updated.

§ 1 The purchase proposal or contract must be submitted for prior authorization by the general meeting, or for its ratification, under penalty of liability of the administrators, accompanied by all elements necessary for the resolution.

§ 1 The purchase proposal or contract, accompanied by an appraisal report, observing the provisions of art. 8, §§ 1 and 6, shall be submitted for prior authorization by the general meeting, or for its ratification, under penalty of liability of the administrators, accompanied by all elements necessary for the resolution. (Text given by Law No. 9.457, of 1997)

§ 2 If the acquisition price exceeds one and a half times the highest of the 3 (three) values referred to in item II, the shareholder who dissented from the resolution of the general meeting that approved it shall have the right to withdraw from the company by means of reimbursement, under the terms of Article 137, of the value of his shares.

§ 2 If the acquisition price exceeds one and a half times the highest of the three values referred to in item II of the caput, the shareholder who dissented from the resolution of the general meeting that approved it shall have the right to withdraw from the company by means of reimbursement of the value of his shares, under the terms of Art. 137, observing the provisions of item II thereof. (Text as amended by Law No. 9.457, of 1997)

SECTION VII

Acquisition of Control by Public Offer

Requirements

Art. 257. The public offer for acquisition of control of a publicly held company may only be made with the participation of a financial institution that guarantees compliance with the obligations assumed by the offeror.

§ 1 If the offer includes exchange, in whole or in part, of securities, it may only be made after prior registration with the Securities Commission.

§ 2 The offer shall have as its object voting shares in sufficient number to ensure control of the company and shall be irrevocable.

§ 3 If the offeror is already the holder of voting shares of the company's capital, the offer may have as its object the number of shares necessary to complete control, but the offeror must provide proof, before the Securities Commission, of the shares owned by it.

§ 4 The Securities Commission may issue rules on public offers for acquisition of control.

Instrument of the Purchase Offer

Art. 258. The instrument of the purchase offer, signed by the offeror and by the financial institution that guarantees payment, shall be published in the press and shall indicate:

I - the minimum number of shares that the offeror proposes to acquire and, if applicable, the maximum number;

II - the price and the payment conditions;

III - the subordination of the offer to the minimum number of accepting shareholders and the form of allocation among the accepting shareholders, if their number exceeds the fixed maximum;

IV - the procedure to be adopted by the accepting shareholders to express their acceptance and effect the transfer of the shares;

V - the term of validity of the offer, which may not be less than 20 (twenty) days;

VI - information about the offeror.

Sole paragraph. The offer shall be communicated to the Securities Commission within 24 (twenty-four) hours of the first publication.

Instrument of Exchange Offer

Art. 259. The draft instrument of exchange offer shall be submitted to the Securities Commission with the request for prior registration of the offer and shall contain, in addition to those referred to in Article 258, information on the securities offered in exchange and the companies issuing those securities.

Sole paragraph. The Securities Commission may establish rules on the instrument of exchange offer and its prior registration.

Confidentiality

Art. 260. Until publication of the offer, the offeror, the intermediary financial institution and the Securities Commission must maintain confidentiality regarding the projected offer, and the violator shall be liable for the damages caused.

Processing of the Offer

Art. 261. Acceptance of the offer shall be made at the financial institutions or securities market institutions indicated in the offer instrument, and the accepting shareholders shall sign irrevocable orders of sale or exchange, under the offered conditions, except as provided in § 1 of Article 262.

§ 1 The offeror is permitted to improve, once, the price conditions or form of payment, provided that in a percentage equal to or greater than 5% (five percent) and up to 10 (ten) days before the end of the offer term; the new conditions shall extend to shareholders who have already accepted the offer.

§ 2 Upon expiration of the offer term, the intermediary financial institution shall communicate the result to the Securities Commission and, by publication in the press, to the accepting shareholders.

§ 3 If the number of accepting shareholders exceeds the maximum, allocation shall be mandatory, in the form provided in the offer instrument.

Competing Offer

Art. 262. The existence of an ongoing public offer does not prevent a competing offer, provided that the rules of this Section are observed.

§ 1 The publication of a competing offer renders null and void the sale orders that have already been signed in acceptance of a previous offer.

§ 2 The first offeror is permitted to extend the term of its offer until it coincides with that of the competing offer.

Trading During the Offer

Art. 263. The Securities Commission may issue rules governing the trading of the shares subject to the offer during its term.

SECTION VIII

Merger of Controlled Company

Art. 264. In the merger, by the controlling company, of a controlled company, the justification presented to the general meeting of the controlled company shall contain, in addition to the information provided in Articles 224 and 225, the calculation of the exchange ratios for the shares of the controlling shareholders of the controlled company based on the net equity value of the shares of the controlling company and of the controlled company, with both equity amounts evaluated according to the same criteria and on the same date, at market prices.

Art. 264. In the merger, by the controlling company, of a controlled company, the justification presented to the general meeting of the controlled company shall contain, in addition to the information provided in Arts. 224 and 225, the calculation of the exchange ratios for the shares of the non-controlling shareholders of the controlled company based on the net equity value of the shares of the controlling company and of the controlled company, with both equity amounts evaluated according to the same criteria and on the same date, at market prices. (Text as amended by Law No. 9.457, of 1997)

Art. 264. In the incorporation, by the controlling company, of a controlled company, the justification, presented to the general meeting of the controlled company, shall contain, in addition to the information provided for in arts. 224 and 225, the calculation of the exchange ratios of the shares of the non-controlling shareholders of the controlled company based on the net equity value of the shares of the controlling and controlled companies, both assets being valued according to the same criteria and on the same date, at market prices, or based on another criterion accepted by the Securities Commission, in the case of publicly traded companies. (Amended by Law No. 10,303, of 2001)

§ 1 The valuation of both assets shall be made by 3 (three) experts or a specialized company.

§ 1 The valuation of both assets shall be made by 3 (three) experts or a specialized company and, in the case of publicly traded companies, by a specialized company. (Amended by Law No. 10,303, of 2001)

§ 2 For the purpose of the comparison referred to in this article, the shares of the capital of the controlled company owned by the controlling company shall be valued, in the latter's assets, based on the net equity value of the controlled company at market prices.

§ 2 For the purpose of the comparison referred to in this article, the shares of the capital of the controlled company owned by the controlling company shall be valued, in the latter's assets, in accordance with the provisions of the caput. (Amended by Law No. 10,303, of 2001)

§ 3 If the exchange ratios of the shares of the controlling shareholders, provided for in the incorporation protocol, are less advantageous than those resulting from the comparison provided for in this article, the shareholders dissenting from the resolution of the general meeting of the controlled company that approved the operation shall have the right to choose between the reimbursement value set forth under the terms of article 137 or:

a) in the case of a publicly traded company, the average quotation of the shares on a stock exchange or in the over-the-counter market, during the 30 (thirty) days prior to the date of the meeting that resolves on the incorporation;

b) in the case of a closely held company, the net equity value at market prices.

§ 3 If the exchange ratios of the shares of the non-controlling shareholders, provided for in the incorporation protocol, are less advantageous than those resulting from the comparison provided for in this article, the shareholders dissenting from the resolution of the general meeting of the controlled company that approved the operation, observing the provisions of arts. 137, II, and 230, may choose between the reimbursement value set forth under the terms of art. 45 and the net equity value at market prices. (Amended by Law No. 9,457, of 1997)

§ 3 If the exchange ratios of the shares of the non-controlling shareholders, provided for in the incorporation protocol, are less advantageous than those resulting from the comparison provided for in this article, the shareholders dissenting from the resolution of the general meeting of the controlled company that approved the operation may choose, within the period provided for in art. 230, between the reimbursement value set forth under the terms of art. 45 and the value determined in accordance with the provisions of the caput, observing the provisions of art. 137, item II.

(Amended by Law No. 10,303, of 2001)

§ 4 The special rules provided for in this article apply to the merger of a controlling and a controlled company.

§ 4 The rules provided for in this article apply to the incorporation of a controlling company by its controlled company, to the merger of a controlling company with the controlled company, to the incorporation of shares of a controlled or controlling company, to the incorporation, merger and incorporation of shares of companies under common control. (Amended by Law No. 10,303, of 2001)

§ 5 The provisions of this article do not apply in the case where the shares of the capital of the controlled company have been acquired on the stock exchange floor or by public offering under the terms of articles 257 to 263.

CHAPTER XXI

Group of Companies

SECTION I

Characteristics and Nature

Characteristics

Art. 265. The controlling company and its controlled companies may constitute, under the terms of this Chapter, a group of companies, by means of an agreement by which they undertake to combine resources or efforts to achieve their respective purposes, or to participate in common activities or enterprises.

§ 1 The controlling company, or the one commanding the group, must be Brazilian, and must exercise, directly or indirectly, and permanently, control over the affiliated companies, as the holder of partner or shareholder rights, or by means of an agreement with other partners or shareholders.

§ 2 The reciprocal participation of the companies in the group shall comply with the provisions of article 244.

Nature

Art. 266. The relations between the companies, the administrative structure of the group and the coordination or subordination of the administrators of the affiliated companies shall be established in the group's agreement, but each company shall retain distinct legal personality and assets.

Designation

Art. 267. The group of companies shall have a designation that includes the words "group of companies" or "group".

Sole paragraph. Only groups organized in accordance with this Chapter may use a designation with the words "group" or "group of companies".

Companies Subject to Authorization to Operate

Art. 268. A company that, by its purpose, depends on authorization to operate, may only participate in a group of companies after approval of the group's agreement by the competent authority to approve its bylaw amendments.

SECTION II

Constitution, Registration and Publicity

Art. 269. The group of companies shall be constituted by an agreement approved by the companies that compose it, which shall contain:

I - the designation of the group;

II - the indication of the commanding company and the affiliated companies;

III - the conditions of participation of the various companies;

IV - the term of duration, if any, and the conditions for extinction;

V - the conditions for admission of other companies and for the withdrawal of those that compose it;

VI - the bodies and positions of the group's administration, their attributions and the relations between the administrative structure of the group and those of the companies that compose it;

VII - the declaration of the nationality of the group's control;

VIII - the conditions for amending the agreement.

Sole paragraph. For the purposes of item VII, the group of companies is considered to be under Brazilian control if its controlling company is under the control of:

a) natural persons resident or domiciled in Brazil;

b) legal entities under domestic public law; or

c) Brazilian company or companies that, directly or indirectly, are under the control of the persons referred to in items a and b.

Approval by the Partners of the Companies

Art. 270. The group agreement must be approved in compliance with the rules for amendment of the articles of association or the bylaws (article 136, item VIII).

Art. 270. The group agreement must be approved in compliance with the rules for amendment of the articles of association or the bylaws (art. 136, V).

(Text as amended by Law No. 9.457, of 1997)

Sole paragraph. Partners or shareholders dissenting from the resolution to associate in a group are entitled, under the terms of article 137, to reimbursement of their shares or quotas.

Registration and Publicity

Art. 271. The group is considered constituted as of the date of filing, with the commercial registry of the head office of the controlling company, of the following documents:

I - the agreement constituting the group;

II - the minutes of the general meetings, or instruments of amendment to the articles of association, of all companies that have approved the constitution of the group;

III - an authenticated statement of the number of shares or quotas held by the controlling company and the other companies comprising the group in each affiliated company, or a copy of the shareholders' agreement that ensures control of an affiliated company.

§ 1 When the affiliated companies have their head offices in different locations, the minutes of the meeting or amendments to the articles of association that approved the agreement must be filed with the commercial registry of their respective head offices, without prejudice to registration at the head office of the controlling company.

§ 2 The filing certificates with the commercial registry shall be published.

§ 3 As of the date of filing, the controlling company and the affiliated companies shall use their respective names with the addition of the group designation.

§ 4 Amendments to the group agreement shall be filed and published under the terms of this article, observing the provisions of § 1 of article 135.

SECTION III

Management

Group Managers

Art. 272. The agreement must define the administrative structure of the group of companies, and may create collegial decision-making bodies and general management positions.

Sole paragraph. The representation of the companies before third parties, except as expressly provided in the group agreement, filed with the commercial registry and published, shall be exclusively the responsibility of the managers of each company, in accordance with their respective bylaws or articles of association.

Managers of Affiliated Companies

Art. 273. The managers of affiliated companies, without prejudice to their duties, powers and responsibilities, in accordance with their respective bylaws or articles of association, must observe the general guidance established and the instructions issued by the group managers that do not entail violation of the law or the group agreement.

Remuneration

Art. 274. The group managers and those holding positions in more than one company may have their remuneration apportioned among the various companies, and the managers' bonus, if any, may be set, within the limits of § 1 of article 152, based on the results determined in the consolidated financial statements of the group.

SECTION IV

Financial Statements

Art. 275. The group of companies shall publish, in addition to the financial statements relating to each of the companies comprising it, consolidated financial statements, comprising all companies in the group, prepared in compliance with the provisions of article 250.

§ 1 The consolidated financial statements of the group shall be published together with those of the controlling company.

§ 2 The controlling company must publish financial statements under the terms of this Law, even if it is not in the form of a company.

§ 3 The affiliated companies shall indicate, in a note to their published financial statements, the body that published the last consolidated financial statement of the group to which they belong.

§ 4 The consolidated financial statements of a group of companies that includes a publicly held company shall be mandatorily audited by independent auditors registered with the Securities Commission, and shall observe the rules issued by that commission.

SECTION V

Losses Resulting from Acts Contrary to the Agreement

Art. 276. The combination of resources and efforts, the subordination of the interests of one company to those of another, or of the group, and participation in costs, revenues or results of activities or ventures may only be asserted against the minority partners of the affiliated companies under the terms of the group agreement.

§ 1 For the purposes of this article, all partners of the affiliated company are considered minority, except the controlling company and the other affiliated companies of the group.

§ 2 The distribution of costs, revenues and results and the compensations between companies, provided for in the group agreement, must be determined and recorded in the balance sheet of each fiscal year of the companies concerned.

§ 3 The minority partners of the affiliated company shall have a claim against its managers and against the controlling company of the group to obtain compensation for losses resulting from acts performed in violation of the rules of this article, observing the provisions of the paragraphs of article 246.

Fiscal Council of Affiliated Companies

Art. 277. The functioning of the Fiscal Council of a company affiliated with a group, when not permanent, may be requested by non-controlling shareholders representing at least 5% (five percent) of the common shares, or of the preferred shares without voting rights.

§ 1 In constituting the Fiscal Council of the affiliated company, the following rules shall be observed:

a) the non-controlling shareholders shall vote separately, with the shares with voting rights entitled to elect 1 (one) member and their alternate, and the shares without voting rights, or with restricted voting, entitled to elect another;

b) the controlling company and the subsidiaries may elect a number of members, and their respective alternates, equal to those elected under item a, plus one.

§ 2 The Fiscal Council of the subsidiary may request from the management bodies of the controlling company, or of other subsidiaries, the clarifications or information it deems necessary to oversee compliance with the group agreement.

CHAPTER XXII

Consortium

Art. 278. Companies and any other companies, whether under the same control or not, may form a consortium to carry out a specific undertaking, subject to the provisions of this Chapter.

§ 1 The consortium does not have legal personality and the consortium members are only bound under the conditions set forth in the respective contract, each being liable for its own obligations, with no presumption of joint liability.

§ 2 The bankruptcy of one consortium member does not extend to the others, and the consortium continues with the other contracting parties; any claims of the bankrupt member shall be determined and paid in the manner provided for in the consortium contract.

Art. 279. The consortium shall be formed by a contract approved by the body of the company competent to authorize the disposal of assets of the permanent assets, which shall contain:

Art. 279. The consortium shall be formed by a contract approved by the body of the company competent to authorize the disposal of assets of the non-current assets, which shall contain:

(Text provided by Provisional Measure No. 449, of 2008)

Art. 279. The consortium shall be formed by a contract approved by the body of the company competent to authorize the disposal of assets of the non-current assets, which shall contain: (Text provided by Law No. 11,941, of 2009)

I - the designation of the consortium, if any;

II - the undertaking that constitutes the object of the consortium;

III - the duration, address and jurisdiction;

IV - the definition of the obligations and liability of each consortium company, and the specific contributions;

V - rules on receipt of revenues and sharing of results;

VI - rules on administration of the consortium, accounting, representation of the consortium companies and management fee, if any;

VII - form of deliberation on matters of common interest, with the number of votes attributable to each consortium member;

VIII - contribution of each consortium member to common expenses, if any.

Sole paragraph. The consortium contract and its amendments shall be filed with the commercial registry of the place of its headquarters, and the filing certificate shall be published.

CHAPTER XXIII

Limited Partnerships by Shares

Art. 280. The limited partnership by shares shall have its capital divided into shares and shall be governed by the rules relating to companies or corporations, without prejudice to the modifications contained in this Chapter.

Art. 281. The company may trade under a firm or corporate name, of which only the names of the director or manager partners shall be part. Those whose names appear in the firm or corporate name shall be unlimitedly and jointly liable, under the terms of this Law, for the corporate obligations.

Sole paragraph. The corporate name or firm must be followed by the words "Comandita por Ações", in full or abbreviated.

Art. 282. Only the partner or shareholder has the capacity to administer or manage the company, and, as director or manager, is liable, subsidiarily but unlimitedly and jointly, for the obligations of the company.

§ 1 The directors or managers shall be appointed, without limitation of time, in the company's bylaws, and may only be removed by resolution of shareholders representing at least 2/3 (two thirds) of the share capital.

§ 2 The director or manager who is removed or resigns shall remain liable for the corporate obligations incurred under their administration.

Art. 283. The general meeting may not, without the consent of the directors or managers, change the essential object of the company, extend its term of duration, increase or decrease the share capital, create bearer obligations or beneficiary parts, nor approve participation in a group of companies.

Art. 283. The general meeting may not, without the consent of the directors or managers, change the essential object of the company, extend its term of duration, increase or decrease the share capital, issue debentures or create beneficiary parts, nor approve participation in a group of companies.

(Text provided by Law No. 9,457, of 1997)

Art. 284. The provisions of this Law on the board of directors, statutory authorization for capital increase and issuance of subscription bonuses do not apply to the limited partnership by shares.

Art. 284. The provisions of this Law on multiple voting, on the board of directors, on statutory authorization for capital increase and on issuance of subscription bonuses do not apply to the limited partnership by shares.

(Text provided by Law No. 14,195, of 2021)

CHAPTER XXIV

Prescription Periods

Art. 285. The action to annul the incorporation of the company, due to defect or flaw, prescribes in 1 (one) year, counted from the publication of the constitutive acts.

Sole paragraph. Even after the action is filed, the company may, by resolution of the general meeting, take steps to remedy the defect or flaw.

Art. 286. The action to annul resolutions taken at a general or special meeting, irregularly convened or installed, violating the law or the bylaws, or vitiated by error, fraud, deceit or simulation, prescribes in 2 (two) years, counted from the resolution.

Art. 287. The following prescribe:

I - in 1 (one) year:

a) the action against experts and subscribers of capital, to obtain civil reparation from them for the valuation of assets, counted from the publication of the minutes of the general meeting that approved the appraisal report;

b) the action of unpaid creditors against shareholders and liquidators, counted from the publication of the minutes of the closing of the liquidation of the company.

II - in 3 (three) years:

a) the action to recover dividends, counting the period from the date on which they were made available to the shareholder;

b) the action against the founders, shareholders, administrators, liquidators, fiscal officers or controlling company, to recover from them civil reparation for culpable or fraudulent acts, in the event of violation of the law, the articles of incorporation or the group agreement, counting the period:

1 - for the founders, from the date of publication of the constitutive acts of the company;

2 - for the shareholders, administrators, fiscal officers and controlling companies, from the date of publication of the minutes approving the balance sheet for the fiscal year in which the violation occurred;

3 - for the liquidators, from the date of publication of the minutes of the first general meeting after the violation.

c) the action against shareholders for restitution of dividends received in bad faith, counting the period from the date of publication of the minutes of the ordinary general meeting of the fiscal year in which the dividends were declared;

d) the action against the administrators or holders of beneficiary parts for restitution of the profit participations received in bad faith, counting the period from the date of publication of the minutes of the ordinary general meeting of the fiscal year in which the participations were paid;

e) the action against the fiduciary agent of debenture holders or holders of beneficiary parts to recover from them civil reparation for culpable or fraudulent acts, in the event of violation of the law or the deed of issuance, counting from the publication of the minutes of the general meeting that became aware of the violation;

f) the action against the violator of the duty of confidentiality referred to in article 260 to recover from them civil reparation, counting from the date of publication of the offer.

g) the action brought by the shareholder against the company, whatever its basis. (Included by Law No. 10.303, of 2001)

Art. 288. When the action originates from a fact that must be investigated in criminal court, prescription shall not occur before the respective final judgment, or the prescription of the criminal action.

CHAPTER XXV

General Provisions

Art. 289. The publications ordered by this Law shall be made in the official gazette of the Union or of the State, according to the place where the company's headquarters is located, and in another newspaper of large circulation published in the locality where the company's headquarters is located.

Art. 289. The publications ordered by this Law shall be made in the official gazette of the Union or of the State or of the Federal District, according to the place where the company's headquarters is located, and in another newspaper of large circulation published in the locality where the company's headquarters is located. (Text given by Law No. 9.457, of 1997)

(See Law No. 13.818, of 2019)

(Effectiveness)

Art. 289. The publications ordered by this Law shall be made on the websites of the Securities Commission and of the entity administering the market in which the company's securities are admitted to trading. (Text given by Provisional Measure No. 892, of 2019)

(Effectiveness ended)

Art. 289. The publications ordered by this Law shall be made in the official gazette of the Union or of the State or of the Federal District, according to the place where the company's headquarters is located, and in another newspaper of large circulation published in the locality where the company's headquarters is located. (Text given by Law No. 9.457, of 1997)

Art. 289. The publications ordered by this Law shall comply with the following conditions:

(Text given by Law No. 13.818, of 2019)

(Effectiveness)

I – they shall be made in a newspaper of large circulation published in the locality where the company's headquarters is located, in summarized form and with simultaneous disclosure of the full documents on the same newspaper's internet page, which shall provide digital certification of the authenticity of the documents maintained on its own page issued by a certifying authority accredited within the scope of the Brazilian Public Key Infrastructure (ICP-Brasil);

(Included by Law No. 13.818, of 2019)

(Effectiveness)

II – in the case of financial statements, the summarized publication shall contain, at a minimum, in comparison with the data of the previous fiscal year, information or global values relating to each group and the respective classification of accounts or records, as well as extracts of the relevant information contemplated in the explanatory notes and in the opinions of the independent auditors and of the fiscal council, if any.

(Included by Law No. 13.818, of 2019)

(Effectiveness)

§ 1º The Securities Commission may determine that the publications ordered by this Law be made, also, in a newspaper of large circulation published in the localities where the company's securities are traded on a stock exchange or in the over-the-counter market.

§ 1º The Securities Commission may determine that the publications ordered by this Law be made, also, in a newspaper of large circulation in the localities where the company's securities are traded on a stock exchange or in the over-the-counter market, or disseminated by some other means that ensures their broad disclosure and immediate access to the information. (Text given by Law No. 9.457, of 1997)

§ 1º The publications ordered by this Law shall have the digital certification of the authenticity of the documents maintained on a website by means of a certifying authority accredited by the Brazilian Public Key Infrastructure - ICP-Brasil.

(Text given by Provisional Measure No. 892, of 2019)

(Effectiveness ended)

§ 1º The Securities Commission may determine that the publications ordered by this Law be made, also, in a newspaper of large circulation in the localities where the company's securities are traded on a stock exchange or in the over-the-counter market, or disseminated by some other means that ensures their broad disclosure and immediate access to the information. (Text given by Law No. 9.457, of 1997)

§ 2º If no newspaper is published in the place where the company's headquarters is located, the publication shall be made in a local medium of large circulation.

§ 2 Without prejudice to the provisions of the caput, the company or the corporation shall make the publications ordered by this Law available on its electronic website, observing the provisions of § 1.

(Redaction given by Provisional Measure No. 892, of 2019)

(Effectiveness terminated)

§ 2 If no newspaper is published in the place where the company's headquarters is located, the publication shall be made in a locally widely circulated organ.

§ 3 The company must make the publications provided for in this Law always in the same newspaper, and any change must be preceded by notice to shareholders in the extract of the minutes of the ordinary general meeting.

§ 3 The Securities Commission, except for the competence provided in § 4, shall regulate the application of the provisions of this article and may:

(Redaction given by Provisional Measure No. 892, of 2019)

(Effectiveness terminated)

I - discipline which acts and publications shall be filed in the commercial registry; and

(Included by Provisional Measure No. 892, of 2019)

(Effectiveness terminated)

II - waive the provisions of § 1, including for the hypothesis provided in art. 19 of Law No. 13.043, of 13 November 2014.

(Included by Provisional Measure No. 892, of 2019)

(Effectiveness terminated)

§ 3 The company must make the publications provided for in this Law always in the same newspaper, and any change must be preceded by notice to shareholders in the extract of the minutes of the ordinary general meeting.

§ 4 The provisions at the end of § 3 do not apply to the eventual publication of minutes or balance sheets in other newspapers.

§ 4 An act of the Minister of State for the Economy shall regulate the form of publication and disclosure of acts relating to closed companies.

(Redaction given by Provisional Measure No. 892, of 2019)

(Effectiveness terminated)

§ 4 The provisions at the end of § 3 do not apply to the eventual publication of minutes or balance sheets in other newspapers.

§ 5 All publications ordered in this Law shall be filed in the commercial registry.

§ 5 The publications referred to in the caput and § 4 shall not be charged.

(Redaction given by Provisional Measure No. 892, of 2019)

(Effectiveness terminated)

§ 5 All publications ordered in this Law shall be filed in the commercial registry.

§ 6 The applications of the balance sheet and profit and loss account statement may be made adopting as monetary expression the "thousand of cruzeiros".

§ 6 The publications of the balance sheet and the profit and loss statement may be made adopting as monetary expression the thousand of reais.

(Redaction given by Law No. 9.457, of 1997)

(Revoked by Provisional Measure No. 892, of 2019)

(Effectiveness terminated)

§ 6 The publications of the balance sheet and the profit and loss statement may be made adopting as monetary expression the thousand of reais.

(Redaction given by Law No. 9.457, of 1997)

§ 7 Without prejudice to the provisions of the caput of this article, publicly traded companies may also make the referred publications available via the worldwide computer network. (Included by Law No. 10.303, of 2001)

(Revoked by Provisional Measure No. 892, of 2019)

(Effectiveness terminated)

§ 7 Without prejudice to the provisions of the caput of this article, publicly traded companies may also make the referred publications available via the worldwide computer network. (Included by Law No. 10.303, of 2001)

Art. 290. Indemnity for losses and damages in actions based on this Law shall be monetarily corrected until the civil quarter in which it is effectively settled.

Art. 291. The Securities Commission may reduce, by fixing a scale based on the value of the share capital, the minimum percentage applicable to publicly traded companies, established in article 105; in subparagraph c of the sole paragraph of article 123; in article 141; in § 1 of article 157; in § 4 of article 159; in § 2 of article 161; in § 6 of article 163; in subparagraph a of § 1 of article 246 and in article 277.

Art. 291. The Securities Commission may reduce, by fixing a scale based on the value of the share capital, the minimum percentage applicable to publicly traded companies, established in art. 105; in subparagraph c of the sole paragraph of art. 123; in the caput of art. 141; in § 1 of art. 157; in § 4 of art. 159; in § 2 of art. 161; in § 6 of art. 163; in subparagraph a of § 1 of art. 246; and in art. 277. (Redaction given by Law No. 10.303, of 2001)

Sole paragraph. The Securities Commission may reduce the percentage referred to in article 249.

Art. 292. The companies referred to in article 62 of Law No. 4.728, of 14 July 1965, may have their bearer shares.

Art. 293. The Securities Commission shall authorize stock exchanges to provide the services provided for in articles 27; 34, § 2; 39, § 1; 40; 41; 42; 43; 44; 72; 102 and 103.

Art. 293. The Securities Commission may authorize stock exchanges and other entities, whether or not financial institutions, to provide the services provided for in: (Redaction given by Provisional Measure No. 1.103, of 2022)

I - in art. 27; (Included by Provisional Measure No. 1.103, of 2022)

II - in § 2 of art. 34; (Included by Provisional Measure No. 1.103, of 2022)

III - in § 1 of art. 39; (Included by Provisional Measure No. 1.103, of 2022)

IV - in art. 40 to art. 44; (Included by Provisional Measure No. 1.103, of 2022)

V - in art. 72; and (Included by Provisional Measure No. 1.103, of 2022)

VI - in art. 102 and art. 103. (Included by Provisional Measure No. 1.103, of 2022)

Art. 293. The Securities Commission may authorize stock exchanges and other entities, whether or not financial institutions, to provide the services provided for in the following provisions of this Law:

(Redaction given by Law No. 14.430, of 2022)

I - art. 27;

(Included by Law No. 14.430, of 2022)

II - § 2 of art. 34;

(Included by Law No. 14.430, of 2022)

III - § 1 of art. 39;

(Included by Law No. 14.430, of 2022)

IV - arts. 40, 41, 42, 43 and 44;

(Included by Law No. 14,430, of 2022)

V - art. 72; and

(Included by Law No. 14,430, of 2022)

VI - arts. 102 and 103.

(Included by Law No. 14,430, of 2022)

Sole paragraph. Financial institutions may not be shareholders of the companies to which they provide the services referred to in articles 27; 34, § 2; 41; 42; 43 and 72.

(Repealed by Law No. 12,810, of 2013)

Art. 294. The closed company that has fewer than 20 (twenty) shareholders, whose bylaws determine that all shares shall be registered, non-convertible into other forms, and whose net equity is less than the nominal value of 20,000 (twenty thousand) Readjustable National Treasury Bonds, may:

Art. 294. The closed company that has fewer than twenty shareholders may: (Text given by Law No. 9,457, of 1997)

Art. 294. The closed company that has fewer than twenty shareholders, with net equity of less than R$ 1,000,000.00 (one million reais), may: (Text given by Law No. 10,194, of 2001)

Art. 294. The closed company that has fewer than twenty shareholders, with net equity of less than R$ 1,000,000.00 (one million reais), may: (Text given by Law No. 10,303, of 2001)

Art. 294. The closed company that has fewer than 20 (twenty) shareholders, with net equity of up to R$ 10,000,000.00 (ten million reais), may: (Text given by Law No. 13,818, of 2019)

Art. 294. The closed company that has annual gross revenue of up to R$ 78,000,000.00 (seventy-eight million reais) may: (Text given by Complementary Law No. 182, of 2021)

Effective Date

I - convene the general meeting by notice delivered to all shareholders, against receipt, with the advance notice provided for in article 124; and

I –

(repealed) ; (Wording given by Complementary Law No. 182, of 2021)

Effective Date

II - fail to publish the documents referred to in article 133, provided that they are, by authenticated copies, filed in the commercial registry together with the minutes of the assembly that deliberates on them.

II –

(repealed) ; (Wording given by Complementary Law No. 182, of 2021)

Effective Date

III - carry out the publications ordered by this Law electronically, as an exception to the provisions of art. 289 of this Law; and (Included by Complementary Law No. 182, of 2021)

Effective Date

IV - replace the books referred to in art. 100 of this Law with mechanized or electronic records.

(Included by Complementary Law No. 182, of 2021)

Effective Date

§ 1º The company shall keep the receipts of delivery of the notices of convocation and file in the commercial registry, together with the minutes of the assembly, an authenticated copy of the same.

§ 2º In the companies referred to in this article, payment of the administrators' share may be made without compliance with the provisions of § 2º of article 152, provided that it is approved by the unanimity of the shareholders.

§ 3º The provisions of this article do not apply to the controlling company of a group of companies, or to those affiliated with it.

§ 4º In the event of omission in the bylaws regarding the distribution of dividends, these shall be freely established by the general assembly, in which case the provisions of art. 202 of this Law shall not apply, provided that the right of preference shareholders to receive the fixed or minimum dividends to which they have priority is not prejudiced. (Included by Complementary Law No. 182, of 2021)

Effective Date

§ 5º An act of the Minister of State for the Economy shall regulate the provisions of this article. (Included by Complementary Law No. 182, of 2021)

Effective Date

Art. 294-A. The Securities and Exchange Commission, by means of a regulation, may waive requirements provided for in this Law, for companies it defines as small and medium-sized, in order to facilitate access to the capital market. (Included by Provisional Measure No. 881, of 2019)

(See Law No. 13.874, of 2019)

Art. 294-A. The Securities and Exchange Commission shall regulate the facilitated conditions for smaller companies to access the capital market, and it shall be permitted to waive or modulate compliance with the provisions of: (Included by Complementary Law No. 182, of 2021)

Effective Date

I - art. 161 of this Law, regarding the mandatory establishment of the fiscal council upon request of shareholders; (Included by Complementary Law No. 182, of 2021)

II - § 5º of art. 170 of this Law, regarding the mandatory intermediation of a financial institution in public distributions of securities, without prejudice to the competence provided for in item III of § 3º of art. 2 of Law No. 6.385, of 7 December 1976 ; (Included by Complementary Law No. 182, of 2021)

Effective Date

III - item I of the caput of art. 109, in §§ 1º and 2º of art. 111 and in art. 202 of this Law, regarding the receipt of mandatory dividends; (Included by Complementary Law No. 182, of 2021)

Effective Date

IV - art. 289 of this Law, regarding the manner of carrying out the publications ordered by this Law; and (Included by Complementary Law No. 182, of 2021)

Effective Date

V – (VETOED). (Included by Complementary Law No. 182, of 2021)

Effective Date

Art. 294-B. For the purposes of the provisions of this Law, a smaller company is considered to be one that obtains annual gross revenue of less than R$ 500.000.000,00 (five hundred million reais). (Included by Complementary Law No. 182, of 2021)

Effective Date

§ 1º The regulation issued does not prejudice the establishment of simplified procedures applicable to smaller companies, by the Securities and Exchange Commission, based on the competences provided for in Law No. 6.385, of 7 December 1976 , especially regarding: (Included by Complementary Law No. 182, of 2021)

Effective Date

I - obtaining issuer registration; (Included by Complementary Law No. 182, of 2021)

Effective Date

II - public distributions of securities of its issuance; and (Included by Complementary Law No. 182, of 2021)

Effective Date

III - the preparation and provision of periodic and occasional information. (Included by Complementary Law No. 182, of 2021)

Effective Date

§ 2º The Securities and Exchange Commission may: (Included by Complementary Law No. 182, of 2021)

Effective Date

I - establish the form of updating the value provided for in the caput of this article and the additional criteria for maintaining the condition of a smaller company after its access to the capital market; and (Included by Complementary Law No. 182, of 2021)

Effective Date

II - regulate the treatment to be applied to public companies that are characterized as smaller companies in the terms of the caput

of this article. (Included by Complementary Law No. 182, of 2021)

Effective Date

CHAPTER XXVI

Transitional Provisions

Art. 295. This Law shall enter into force 60 (sixty) days after its publication, however, applying from the date of publication to companies that are incorporated.

§ 1º The provisions of this article shall not apply to the provisions on:

a) preparation of financial statements, which shall be observed by existing companies from the financial year commencing after 1 January 1978;

b) the presentation, in the financial statements, of figures from the previous financial year (Article 176, § 1º), which shall be mandatory from the balance sheet of the financial year following the one referred to in the preceding item;

c) preparation and publication of consolidated financial statements, which shall only be mandatory for financial years commencing from 1 January 1978.

§ 2º The participation of directors in the company's profits shall continue to be governed by the legal and statutory provisions in force, applying the provisions of §§ 1º and 2º of Article 152 from the financial year commencing during the year 1977.

§ 3º The restriction on the voting right of bearer shares (Article 112) shall only take effect 1 (one) year from the date on which this Law enters into force.

Art. 296. Existing companies shall proceed to adapt their bylaws to the provisions of this Law within a period of 1 (one) year from the date on which it enters into force, for which purpose a general meeting of shareholders shall be convened.

§ 1º Directors and members of the Fiscal Council shall be liable for any losses they cause by failing to observe the provisions of this article.

§ 2º The provisions of this article shall not prejudice the pecuniary rights conferred by beneficiary shares and debentures in circulation on the date of publication of this Law, which may only be modified or reduced in compliance with the provisions of Article 51 and of § 5º of Article 71.

§ 3º Existing companies shall eliminate, within a period of 5 (five) years from the date of entry into force of this Law, the reciprocal shareholdings prohibited by Article 244 and its paragraphs.

§ 4º Existing companies whose bylaws are silent as to the fixing of the dividend, or which establish it under conditions that do not satisfy the requirements of § 1º of Article 202, may, within the period provided for in this article, fix it at a percentage lower than that provided for in § 2º of Article 202, but shareholders dissenting from such resolution shall have the right to withdraw from the company, upon reimbursement of the value of their shares, in compliance with the provisions of Articles 45 and 137.

§ 5º The provisions of Article 199 shall not apply to reserves constituted and to accumulated profits in balance sheets drawn up before 1 January 1977.

§ 6º The provisions of §§ 1º and 2º of Article 237 shall not apply to shareholdings existing on the date of publication of this Law.

Art. 297. Existing companies that have preferred shares with priority in the distribution of a fixed or minimum dividend shall be exempt from the provisions of Article 167 and its § 1º, provided that within the period referred to in Article 296 they regulate in their bylaws the participation of preferred shares in the annual adjustment of the share capital, observing the following rules:

I - the capital increase may be subject to a resolution of the general meeting, but shall be mandatory when the balance of the account referred to in § 3º of Article 182 exceeds 50% (fifty percent) of the share capital;

II - the capitalization of the reserve may be carried out by increasing the nominal value of the shares or by issuing new bonus shares, it being up to the general meeting to choose, in each capital increase, the method to be adopted;

III - in any case, the provisions of § 4º of Article 17 shall be observed;

IV - the statutory conditions of participation shall be transcribed on the company's share certificates.

Art. 298. Existing companies with capital of less than Cr$ 5.000.000,00 (five million cruzeiros) may, within the period referred to in Article 296, resolve, by a vote of shareholders representing 2/3 (two thirds) of the share capital, their transformation into a limited liability partnership (sociedade por quotas, de responsabilidade limitada), observing the following rules:

I - in the meeting's resolution, each share shall be entitled to 1 (one) vote, regardless of its type or class;

II - the limited liability company resulting from the transformation shall have its capital fully paid up and its articles of association shall ensure to the partners the free transfer of quotas, among themselves or to third parties;

III - the shareholder dissenting from the resolution of the meeting may request reimbursement of the shares at the net equity value at market prices, observing the provisions of articles 45 and 137;

IV - the period for requesting reimbursement shall be 90 (ninety) days from the date of publication of the minutes of the meeting, except for holders of registered shares, for whom it shall be counted from the date of receipt of written notice from the company.

Art. 299. The provisions on corporations contained in special legislation on the application of tax incentives in the areas of SUDENE, SUDAM, SUDEPE, EMBRATUR and Reforestation are maintained, as well as all the provisions of Laws No. 4.131, of 3 December 1962, and 4.390, of 29 August 1964.

Art. 299-A. The balance existing on 31 December 2008 in deferred assets which, by its nature, cannot be allocated to another group of accounts, may remain in assets under that classification until its complete amortization, subject to the analysis on recovery referred to in § 3 of Art. 183.

(Included by Provisional Measure No. 449, of 2008)

Art. 299-B. The balance existing in the result of future years on 31 December 2008 shall be reclassified to non-current liabilities in an account representing deferred revenue.

(Included by Provisional Measure No. 449, of 2008)

Sole paragraph. The record of the balance referred to in the caput shall evidence the deferred revenue and the respective deferred cost.

(Included by Provisional Measure No. 449, of 2008)

Art. 299-A. The balance existing on 31 December 2008 in deferred assets which, by its nature, cannot be allocated to another group of accounts, may remain in assets under that classification until its complete amortization, subject to the analysis on recovery referred to in § 3 of Art. 183 of this Law. (Included by Law No. 11.941, of 2009)

Art. 299-B. The balance existing in the result of future years on 31 December 2008 shall be reclassified to non-current liabilities in an account representing deferred revenue. (Included by Law No. 11.941, of 2009)

Sole paragraph. The record of the balance referred to in the caput of this article shall evidence the deferred revenue and the respective deferred cost. (Included by Law No. 11.941, of 2009)

Art. 300. Decree-Law No. 2.627, of 26 September 1940, is revoked, with the exception of Articles 59 to 73, and other contrary provisions.

Brasília, 15 December 1976; 155th of Independence and 88th of the Republic.

ERNESTO GEISEL

Mário Henrique Simonsen

This text does not replace the one published in the DOU of 17.12.1976 (supplement)

*