Limited liability companies (sociedades limitadas) and corporations (sociedades anônimas) approve their accounts every year, almost always as a routine item on the agenda of a shareholders' or quotaholders' meeting. It is also in that seemingly procedural act that the deadline for holding whoever managed the company during that fiscal year accountable gets fixed — a point the Third Panel of the Superior Court of Justice (STJ) has just reaffirmed, in judging Special Appeal (REsp) No. 2,207,934/RS.
The Question
Faced with indications of irregular management by a director — including corporate corruption — can the company or its shareholders bring a civil liability claim against him directly? Or is the approval of accounts, granted without reservation by the shareholders' meeting in a prior fiscal year, a procedural obstacle that must first be removed?
The Analysis
Article 134, §3, of Law No. 6,404/1976 (the Brazilian Corporations Law, Lei das Sociedades por Ações) is direct: "approval, without reservation, of the financial statements and accounts releases directors and fiscal council members from liability, except in cases of error, willful misconduct, fraud, or simulation." The provision refers to Article 286 of the same law, under which the action to annul resolutions of a general or special shareholders' meeting — irregularly called or held, in violation of law or bylaws, or tainted by error, willful misconduct, fraud, or simulation — is time-barred after two years, counted from the resolution itself.
In judging REsp 2,207,934/RS — a liability claim brought by a corporate group in the electric-power-generation sector against two former directors, over an alleged corporate corruption scheme said to have diverted more than R$ 98 million between 2012 and 2015 —, the Third Panel of the STJ reaffirmed, by a three-to-two majority, in a judgment concluded on November 11, 2025, that bringing a civil liability claim depends on the prior judicial annulment of the shareholders' meeting that approved the directors' accounts without reservation, even facing an allegation of corporate corruption. The prevailing opinion, authored by Justice Ricardo Villas Bôas Cueva, held that until that approval is set aside, it produces the broad releasing effect known in Brazilian corporate doctrine as quitus — and a liability claim cannot simply disregard it.
The Nuance
The narrow vote — three to two — reveals how contested the issue is within the STJ itself. The original reporting justice, Nancy Andrighi, was outvoted arguing that the prior-annulment requirement only makes sense when the harm stems from management acts actually submitted for the meeting's approval; acts of corporate corruption, being foreign to regular administration and to the accounting records themselves, would fall outside the reach of the release granted by the approval. The prevailing view rejected that distinction: Article 134, §3, by referring to both the financial statements and the accounts, would cover all management acts for the period under the meeting's review, on pain of emptying the provision of meaning.
The controversy is neither new nor academic: the ruling itself records substantial doctrinal criticism — from scholar Ana Frazão — of the prior-annulment requirement, on the ground that approving accounts tends to be a formal procedure that rarely reflects shareholders' full knowledge of each transaction carried out by the directors.
The Article 286 period, although the statute itself calls it a limitation ("prescription") period, is treated by STJ case law as a forfeiture (decadence) period — because it concerns the exercise of a right to challenge, not a claim for damages. The Fourth Panel said as much in AgRg no AREsp 752,829/SP (Justice Marco Buzzi, judged April 19, 2016):
"It matters little, for characterizing these institutes [prescription or decadence], the label the legislature gave them."
There is also debate over the starting point itself: part of the doctrine holds the period should only run from publication of the minutes — not from the resolution itself, as the statute's text says —, because publication is what gives the act effect against third parties; when in doubt, the safer course is to count the two years from the meeting itself.
That two-year period, however, is not the only clock running. The underlying civil liability claim against the director, distinct from the action to annul the meeting, carries its own limitation period: three years under Article 287, item II, "b", of the Corporations Law, counted, in principle, from publication of the minutes approving the balance sheet for the fiscal year in which the violation occurred. STJ case law, however — including a Fourth Panel precedent cited in the ruling itself — holds that, in cases requiring prior annulment, that three-year period only starts running once the judgment upholding the annulment becomes final. In other words: missing the initial two years forecloses everything that follows — but once the annulment action is filed in time, the indemnity claim still carries its own, subsequent window.
It is also worth noting a second limit: Articles 134 and 286 belong to the Corporations Law and speak expressly of the shareholders' meeting (assembleia). Their direct application reaches corporations (sociedades anônimas). For limited liability companies, primarily governed by the Civil Code, the STJ itself has applied a different logic in a precedent cited in the ruling: it waived the prior-annulment requirement where the harm found did not consist of irregularities in the balance sheet or the profit-and-loss statement — a narrower test than the one now applied to corporations.
This difference in scope has a textual basis, and the ruling itself spells it out: Article 1,078, §3, of the Civil Code — which governs the approval of accounts in a limited liability company — does not mention "the accounts" or management acts, as Article 134, §3, of the Corporations Law does; it speaks only of the balance sheet and the profit-and-loss statement. And the same Civil Code replicates, in §4 of that same Article 1,078, the two-year period to annul that approval — a regime parallel to Article 286, present in the limited liability company on its own terms, regardless of any clause in the articles of association.
What changes, then, when the articles of association elect supplementary governance by the Corporations Law — an option under Article 1,053, sole paragraph, of the Civil Code — is not the existence of the procedural obstacle, which the limited liability company already carries under its own default regime, but its scope: the release comes to cover all of the accounts and management acts for the period, not just the balance sheet and the profit-and-loss statement. It is a clause that widens the director's protection and the members' corresponding burden — not one that creates them out of nothing — and it deserves to be drafted with that consequence in view, particularly in companies where the manager and the member are not the same person.
Practical Implication
For those who manage a company — and for those who, within it, oversee that management — the precedent confirms that the annual approval of accounts is a temporal milestone with real legal weight. But the narrow vote shows that weight is not automatic: when the facts underlying a potential liability claim are foreign to acts actually submitted to the meeting — as in the case just decided, which turned on a scheme run alongside the official accounts —, there remains room, within the STJ's own case law, to question whether that release actually reaches them. It is a matter of evidence and of how the facts are characterized, built case by case, not a rule that applies automatically to any allegation of wrongdoing.
For those seeking to pursue that liability, procedural architecture matters as much as the merits: two years, counted from the meeting, to annul the approval of accounts — and, only once annulled, a further three-year period for the liability claim itself. Missing the first deadline forecloses everything that follows, however serious the allegation.
We can expect, therefore, that documenting the account-approval process — complete minutes, express reservations where there is a well-founded doubt, and a clear delimitation of what was actually submitted to the meeting — remains the director's most direct protection, and also the first point of attack for whoever intends to hold them liable.
