The Commercial Registry of the State of São Paulo (“JUCESP”) has released specific guidelines regarding the filing of corporate documents involving resolutions on the distribution of profits and dividends, due to the enactment of Law No. 15,270, of November 26, 2025, which deals with the taxation of dividends. Companies must file, with the Commercial Registries, the minutes of general meetings or shareholders' meetings that resolve on the distribution of accumulated profits up to December 31, 2025, especially for the purpose of complying with the requirements set forth in the aforementioned law.

The minutes serve to safeguard accumulated and distributed dividends between 2026 and 2028 without the incidence of withholding tax at a rate of 10%. Because this involves sensitive information, the Commercial Registry reinforced our understanding and recommendation that the minutes be structured to contain only the essential elements of the resolution, such as the identification of the company, date, location, quorum, agenda, and approval of the distribution of profits or dividends. Detailed information regarding the amounts to be distributed, the method of distribution, and payment deadlines may be included in a separate document, submitted as an attachment, which may be classified as for restricted internal use.

The notice highlights that this annex, when classified as restricted, will not be available for public consultation, being accessible only to Public Administration bodies when necessary. Therefore, the restriction request must be formalized at the time of filing, by submitting the document separately.

JUCESP further clarifies that documents may be submitted in both physical and electronic form, including through the VRE/VRE Digital system. In the case of electronic filing, the minutes must be digitally signed by all signatories or, alternatively, may be signed in handwriting, provided that the protocol is carried out by an accountant or lawyer with a digital certificate, accompanied by the respective declaration of authenticity and proof of professional qualification.

If you have any questions, our tax and corporate team is available to assist in preparing the minutes and accounting reviews necessary to ensure compliance with corporate and tax regulations.