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AdvancedBrazilian REITs · Lesson A2.1 · Module A2

Simple and qualified quorum in practice

Module A2: Governance: the unitholder's power

11 slides~5 minquiz at the end

In this lesson

  • Simple majority of those present
  • The 25% or 50% share floor
  • Why widely held funds get stuck
See the slides
People raising their hands to vote in a meeting room

Brazilian REITs · Lesson A2.1

Does the majority decide? Not on the votes that matter

How many votes each kind of decision needs.

Two voting yardsticks

Simple or qualified

Simple majority

half + 1

  • of the votes of those present
  • E.g., approving the yearly accounts

Qualified quorum

majority + floor

  • majority of those present adding up to 25% of issued shares
  • E.g., replacing the manager

1 share = 1 vote. CVM Resolution 175, Annex III, arts. 15 and 16.

Where the floor applies

Decisions that need a qualified quorum

  • Replacing the manager or administrator
  • Merger, spin-off or liquidation
  • Changing the bylaws
  • Changing management fees
  • Conflicts of interest
  • Appraisal of assets used to pay for shares

The size of the floor

It depends on how many shareholders the fund has

25%

of issued shares, with more than 100 shareholders, or 50% with up to 100

The count is taken on the call date. The meeting notice states which percentage applies.

A fund with 10 million shares

The line that has to be crossed

  1. 1.2 mn12% present
  2. 2.5 mnvotes in favor needed
  3. 4 mn40% present
25% floor

With 12% turnout, not even a unanimous vote passes. The votes just aren't in the room.

With 40% present

The larger of the two numbers wins

4,000,000shares present÷2→2,000,001simple majority
10,000,000issued shares×25%=2,500,000votes in favor

On qualified matters, the 25% floor rules.

The widely held fund problem

Many shareholders, few voters

10k

shareholders: above that, the CVM found reaching quorum takes far more effort

A 2025 proposal sets a 15% floor for those funds. As of Sept. 2026, it is still under review.

CVM study (2024) and Public Consultation SDM 06/2025.

Remember this

Three ideas from this lesson

  1. Simple: those presentHalf plus one of the votes cast at the meeting.
  2. Qualified: with a floorMajority of those present adding up to 25% of shares (or 50% with up to 100 holders).
  3. What matters is qualifiedReplacing the manager, merging, liquidating, changing bylaws or fees.

Quick quiz · 1 of 2

A fund with 500 shareholders votes on changing its bylaws. What quorum applies?

See answer

25% of issued shares. Changing the bylaws is a qualified matter, and above 100 shareholders the floor is 25%.

Quick quiz · 2 of 2

A 10-million-share fund, 12% present, all in favor of replacing the manager. Does it pass?

See answer

It fails. The floor is 25% of issued shares: 2.5 million votes in favor.

Lesson complete

Next lesson

A2.2Advanced · Lesson A2.2Can the fund change its type later?A fund is what its bylaws say, and bylaws change at a meeting.Continue
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Image credits
  • Christina Morillo · Pexels · Pexels License — Pexels
  • Luiz Pantoja · Wikimedia Commons · CC BY 2.0 — Wikimedia Commons

Educational content, written for learners. Not investment advice.