The Third Panel of the Superior Court of Justice (STJ) has ruled that large companies established as limited liability companies (LLCs) are not required to disclose their financial statements in the Official Gazette and in widely circulated newspapers before registration with the Board of Trade.
In the case at hand, two companies filed a writ of mandamus against the President of the Board of Trade of the State of Rio de Janeiro, seeking exemption from the obligation to disclose their financial statements. However, the second-instance courts decided in favor of the obligation to publish.
In Special Appeal No. 1.824.891 submitted to the STJ, the companies argued that Law No. 11.638/2007 does not establish the express obligation to publish financial statements for large LLCs, and that the principle of legality requires obligations to be created only through explicit and clear laws. Additionally, they emphasized that the financial statements are considered internal documents, intended exclusively for the shareholders, and that publishing this information could expose the companies to unfair competition.
Justice Moura Ribeiro, the rapporteur in the Third Panel, pointed out that Law 11.638/2007 does not explicitly establish the obligation to publish financial statements for large companies in Article 3. He explained that the word “publication” was included in Bill No. 3,741/2000 but was intentionally removed by the legislator to avoid obliging such companies to publish their accounting information.
He also noted that although the law mentions “provisions regarding the preparation and disclosure of financial statements” for large companies, it is only a summary of the law’s content without normative effect. He observed that “it is not possible to extend the concept of publication and disclosure, even if the latter has been mentioned, but only in the summary of Law 11.638/2007.”
It is important to emphasize that, according to the principle of legality, only laws can create obligations that bind individuals or companies. Therefore, in the absence of a legally stipulated requirement to publish financial statements, it cannot be demanded that large LLCs do so. This decision underscores the importance of this principle and highlights the need for a careful interpretation of legal norms, avoiding the imposition of duties not provided for by law on companies.