Atlas · Joint-stock companies
The limit for non-voting or restricted preferred shares is 50% of the total issued shares
AnswerThe number of preferred shares without voting rights, or subject to restrictions on the exercise of such rights, cannot exceed the limit of 50% (fifty percent) of the total shares issued by the company.
Reviewed on 2026-10-02 · next review 2027-04-02
Data
| Who | Criterion | Consequence | Source | Data date |
|---|---|---|---|---|
| Company | Issuance of preferred shares | Maximum limit of 50% for non-voting or restricted shares | Lei 6.404/1976, art. 15, § 2.º | 31/10/2001 |
Data consulted on 02/10/2026.
Basis
- Lei n.º 6.404/1976, compilada (Planalto, in Portuguese): article 15, § 2.º, establishes the maximum percentage limit of 50% for preferred shares without voting rights or with voting restrictions within the total number of issued shares.
How it applies
The 50% limit is calculated based on the total number of shares issued by the company. If the company decides to issue preferred shares, the articles of incorporation must clearly state the advantages or preferences attributed to each class, as well as the imposed restrictions. If the company fails to pay fixed or minimum dividends for a period stipulated in the articles of incorporation (not exceeding three consecutive fiscal years), the preferred shares without voting rights acquire this right until the dividends are paid, while shares with restricted voting rights regain the full exercise of the right.
Limits
- This sheet refers only to the percentage limit of non-voting or restricted voting shares according to the Brazilian Corporation Law.
- The standard does not address exceptions regarding this specific percentage limit in transition regimes or extraordinary insolvency situations.
- Legislative changes subsequent to the revision date must be verified directly from the official source.