Atlas · Joint-stock companies
The minimum deadline for exercising the right of first refusal on share subscriptions is 30 days.
AnswerThe minimum lapse period for exercising the right of first refusal on share subscriptions is 30 days, set by the bylaws or general meeting.
Reviewed on 2026-10-02 · next review 2027-04-02
Data
| Who | Criterion | Consequence | Source | Data date |
|---|---|---|---|---|
| Shareholder | Exercise of the right of first refusal | Lapse period set by the bylaws or general meeting, not less than 30 (thirty) days | Law 6.404/1976, art. 171, § 4.º | 15/12/1976 |
Data consulted on 02/10/2026.
Basis
- Law No. 6.404/1976, compiled (Planalto, in Portuguese): Art. 171, § 4.º, establishes that the bylaws or general meeting shall set a lapse period, not less than 30 (thirty) days, for the exercise of the right of first refusal.
How it applies
The company's bylaws or general meeting must define the exact deadline for shareholders to exercise the right of first refusal on the subscription of shares, convertible beneficiary units, convertible debentures, and subscription bonuses. The legal rule sets a mandatory minimum time frame, preventing the set deadline from being less than 30 days, thus ensuring legal certainty and adequate time for shareholders' asset decisions.
Limits
- The norm does not prevent the bylaws or general meeting from setting a deadline longer than 30 days.
- The bylaws of a public company with capital increase authorization may provide for the reduction of this deadline in specific share placement scenarios (such as exchange sales, public subscriptions, or swaps).
- The text read is from the compiled version of Law 6.404/1976 published by Planalto; subsequent amendments must be verified in the official source.