The Superior Court of Justice (STJ), through a decision by the Fourth Panel, established a relevant understanding for business corporations by eliminating the mandatory prior publication of balance sheets and financial statements as a condition for filing corporate acts for large limited liability companies.
The controversy originated from a writ of mandamus filed by a private company against an act of the Commercial Registry of the State of São Paulo (Jucesp), which conditioned the filing of minutes of shareholder meetings on proof of publication of balance sheets and financial statements in the Official Gazette and in newspapers of wide circulation.
The trial, presided over by Minister Antonio Carlos Ferreira, centered on the interpretation of Law No. 11.638/2007. This law extended to large limited liability companies some obligations typical of corporations, such as the preparation of financial statements, accounting records, and submission to independent audits.
However, according to the understanding, this equivalence does not cover the mandatory public disclosure of this information. The absence of an express legal provision was considered decisive in dismissing the requirement imposed in the administrative sphere.
Upon analyzing the case, the Superior Court of Justice (STJ) understood that administrative action cannot innovate within the legal system by creating obligations not foreseen by law. This position reinforces the normative hierarchy and delimits the scope of sub-legal acts, especially in the context of business registration.
This understanding has significant practical implications, particularly for limited liability companies which, despite their large economic size, are not subject to the legal regime of publicly traded companies. The decision eliminates a potential increase in operational costs and reduces the public exposure of strategic information.
Furthermore, the measure contributes to greater predictability in corporate routines by preventing the imposition of requirements that exceed what is legally established.
The Superior Court of Justice's (STJ) ruling highlights the need to observe the principle of legality in the creation of corporate obligations. It also emphasizes the importance of distinguishing the legal regimes applicable to each type of company.
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