---
slug: quorum-conselho-fiscal-filiada
lang: en
titulo: Quorum for the Board of Censors in a subsidiary company is 5% of shares
resposta: In subsidiary companies, the non-permanent Board of Censors can be requested by non-controlling shareholders holding at least 5% of common or non-voting preferred shares.
curto: Subsidiary Audit Board Quorum
tema: Governance
revisada: 2026-10-02
proxima: 2027-04-02
---
## Data
| Who | Criterion | Consequence | Source | Data date |
|---|---|---|---|---|
| Non-controlling shareholders | Minimum of 5% of common shares | Request to establish the Board of Censors in a subsidiary | Lei 6.404/1976, art. 277 | 15/12/1976 |
| Non-controlling shareholders | Minimum of 5% of non-voting preferred shares | Request to establish the Board of Censors in a subsidiary | Lei 6.404/1976, art. 277 | 15/12/1976 |

Data consulted on 02/10/2026.

## Basis
- [Lei n.º 6.404/1976, compiled (Planalto, in Portuguese)](https://www.planalto.gov.br/ccivil_03/leis/l6404compilada.htm): Article 277 establishes the quorum required to establish the Board of Censors in companies affiliated with a group when not permanent.

## How it applies
The company's bylaws determine if the Board of Censors has permanent operation. If it is not permanent, its establishment depends on the initiative of non-controlling shareholders. The legislation requires the requesting group to hold at least 5% of common shares or 5% of non-voting preferred shares. After the request, the constitution in subsidiaries follows specific separate election rules, where non-controlling shareholders elect members and the command company (with other subsidiaries) elects the remaining portion, per Article 277, § 1.

## Limits
- The rule applies specifically to companies affiliated with corporate groups, as defined in Lei 6.404/1976.
- This note does not address operation or quorum rules for companies not part of corporate groups, which have different regulations in Article 161 of the same law.
- The term "shares without voting rights" in Art. 277 refers to preferred shares under these conditions.
- Subsequent changes in legislation must be verified in the official source (Planalto).