Notas sobre o termo inicial do prazo de anulação de deliberações assembleares

reflexões em torno do art. 286 da Lei das S/A

Abstract

This article analyzes the initial term for annulling shareholders’ resolutions, as provided for in Article 286 of the Corporations Law (Law No. 6,404/76). The authors criticize the establishment of a two-year statute of limitations, counting from the date of the resolution, pointing out that the most appropriate period would be to begin counting from the publication or archiving of the minutes, as applicable, ensuring greater consistency with the legal system and the need for effective shareholder notification. The study also addresses the legislative gap in limited liability companies and proposes an analogous solution based on the Civil Code. Finally, it suggests adopting the theory of subjective action nata, according to which the period should consider the beneficiary’s notification as a criterion for interpretive accuracy.