In a recent decision, the 1st Reserved Chamber of Corporate Law of the São Paulo Court of Appeals authorized levy of execution upon property of two members of a company for the payment of assets to a former member, due to enforcement of an action for partial dissolution of the company.
The action for partial dissolution of company was granted in 2018, by means of which the appellant was removed from the company, and should receive the amount equivalent to his interest in the business, which is estimated in more than BRL 431 thousand, according to the expert report.
The debt was not paid in the action of satisfaction of judgment, and no property that could be subject to levy of execution has been found in the name of the debtor company, for which reason interlocutory appeal No. 2040083-24.2023.8.26.0000 was filed, seeking the declaration of personal liability of the members.
The rapporteur of the appeal, appellate judge Fortes Barbosa, acknowledged the liability of the debtor members and granted the levy of execution, based on the fact that “Articles 601 and 604, paragraph 1 of the 2015 Code of Civil Procedure shall be systematically construed, and the remaining members cannot simply capture the capital of the former member, enjoy third-party assets (many times, as in this case, for years) and, in the end, impose an irreversible default, preventing, due to the negative results of the business activity carried out after rupture of the corporate relationship, the payment of assets due by the legal entity, remaining exempt from any pecuniary liability”. The decision was unanimous.
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This article is based on publicly available information and given for informational purposes only. It is not intended as legal advice foreign subsidiary as a comprehensive analysis of the matters referred to herein.