Atlas · Corporations
60-day deadline for the effectiveness of social capital reduction after minutes publication
AnswerThe reduction of social capital with restitution to shareholders or decrease in the value of uncalled shares only becomes effective 60 days after the publication of the general meeting minutes that decided it.
Reviewed on 2026-10-02 · next review 2027-04-02
Data
| Act | Deadline | Effectiveness condition | Source | Data date |
|---|---|---|---|---|
| Social capital reduction | 60 days | Counted from the publication of the minutes of the general meeting that decided the reduction | Lei 6.404/1976, art. 174 | 15/12/1976 |
Data consulted on 02/10/2026.
Basis
- Lei n.º 6.404/1976, compilada (Planalto, in Portuguese): art. 174 establishes that the reduction of social capital with restitution to shareholders or decrease in the value of uncalled shares only becomes effective 60 days after the publication of the general meeting minutes.
How it applies
The effectiveness of the social capital reduction depends on the lapse of the legal 60-day period counted from the publication of the general meeting minutes. During this period, unsecured creditors for titles prior to the publication date may oppose the reduction by notifying the commercial registry. The minutes may only be filed after the deadline if there is no opposition, or, in case of opposition, upon proof of payment of the credit or judicial deposit of the respective amount. Furthermore, if there are debentures in circulation, the reduction requires prior approval of the majority of debentureholders in a special meeting.
Limits
- The rule applies without prejudice to the provisions of articles 45 and 107 of Lei 6.404/1976.
- Effectiveness depends on the absence of creditor opposition within the deadline or proof of payment or judicial deposit, as well as the prior approval of debentureholders when there is an issuance in circulation.
- This sheet exclusively addresses the deadline and effectiveness of the social capital reduction provided for in the cited article.
- Subsequent amendments must be checked in the official Planalto source.