Lei de Sociedades Anônimas (Lei 6,404/1976)
Lei No. 6,404 of 1976 (Lei das Sociedades Anônimas) is Brazil’s primary statute governing corporations (sociedades anônimas or S.A.s), including both public and closely-held companies. The law establishes the framework for corporate governance, capital structure, shareholder rights, and the duties of directors and board members. It provides for two types of S.A.s: publicly held (sociedade anônima de capital aberto) and closed (sociedade anônima de capital fechado). The law has been amended multiple times to align with international corporate governance standards and to accommodate market reforms.
Legal area: Corporate law governs the incorporation, organization, governance, and dissolution of business corporations.
Year enacted: 1976
Full text: https://www.planalto.gov.br/ccivil_03/leis/Lei/L6404.htm
Key Provisions
- Art. 1: Types of corporations (S.A. and Limitada)
- Art. 109: Shareholder rights (dividends, voting, information)
- Art. 154: Board of directors (conselho de administração) duties and composition
- Art. 158-163: Director liability (responsabilidade dos administradores)
- Art. 166: Annual general meeting and shareholder approval
- Art. 202-205: Capital structure (common and preferred shares)
- Art. 286-292: Public offerings (IPO, follow-on, tender offer)
- Art. 300: Governance and disclosure (comitê de auditoria)
Significance
The Corporations Law is central to Brazil’s capital markets and corporate sector. It has been reformed to encourage corporate governance practices, including the Novo Mercado (New Market) of B3, the Brazilian stock exchange. The law’s provisions on director liability and shareholder rights are frequently invoked in corporate litigation. Recent amendments have strengthened protections for minority shareholders and enhanced disclosure requirements.