Atlas · Governance
Quorum for the Board of Censors in a subsidiary company is 5% of shares
AnswerIn 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.
Reviewed on 2026-10-02 · next review 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): 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).