The private limited company can reduce the essential, after subscribed capital is paid, if there are irreparable losses, and if excessive in relation to the subject of the company. Nevertheless, there is a specific situation that demands a publication in the official state organ and on a mass circulation newspaper before the record in JUCERJA, the minutes of assembly and of stock holders meeting. It`s when you reduce the essential for being excessive in relation to the subject of the company, re-instating part of the quota values of the partners, or dismissing installments that are owed.
In this case the partners must call for an assembly or partners meeting, following company rules, to approve the reduction. Publish this minute in the official state organ and on a mass circulation newspaper, just once, to then, after 90 days after the publication if the minute, present the same minute to register in JUCERJA.
Actually a company won`t register only the minute, it`ll also have to register, simultaneously, the qualified contractual alteration, altering the clause about the capital, assuming the reduction was approved by the assembly or partner meeting. To the registry of this documentation the certificate attesting to the non occurrence of debts will be required.
At last, the minute can only be presented to be registered after 90 days of its publication; attaching, preferably, the publication originals, always together with the contractual changes, the certificate attesting the non occurrence of debts, resulting on two distinct but dependent law suits.
This obligatoriness of publication and presentation of a certificate attesting to the non occurrence of debts don`t apply to small businesses and to small-sized companies, in JUCERJA, before the reduction of capital event. There`s also no need of publication in the reduction of capital for irreparable losses or retrieval, from the company, from any partner.
Ana Karina Falcão
Lawyer in Brazil
