Legal entity former partner liability
The withdrawal, exclusion or death of partner does not exempt him from the Company’s obligations until two years after of the register of the amendment to the articles of incorporation on the Board of Trade.
The withdrawal, exclusion or death of partner does not exempt him from the Company’s obligations until two years after of the register of the amendment to the articles of incorporation on the Board of Trade.
In latest judgement rendered by the Superior Court of Justice, the 3th panel of judges confirmed, in the decision referent to Special Appeal of number 1.484.164 – DF, the understanding that the dead line to the former partners to hold responsible for the Company’s obligation that he had as partner is of two years from the amendment and notation of the articles of incorporation on the Board of Trade and it is not from the signature of the document in which established the transference of his quotas to third parties, in contradiction to the requirements of the appellant transferor of the quotas.
To decide the opposite would confront the sole paragraph of the article 1003 and the article 1032, of the Civil Code.
It is important to emphasize that this obligation can be extended to the heirs in case of the death of the former partner during the same period, according to the article 1032, of the Civil Code, which provides the following: ““The withdrawal, exclusion or death of partners, do not exempt them or your heirs, of the liability for the company’s obligations before, until two years after the notation of the dissolution of the company; nor in the first two cases, for the aftermost and in the same deadline, while it not be requested the notation.”
It is seen, therefore, in the two years after the notation of the amendment of the articles of the incorporation, the former partner is responsible for the company’s obligations, independently of the moment in which the quotas were transferred for third parties or of the withdrawal in fact of the partner from the company.
However, the deadline mentioned may not applicable to specific obligations.
About The Author
Category: BUSINESS CONTENT, Rodrigo Alberto Correia da Silva
Tags: companies, corporate, correia dasilva advogados, csa, litigationPosted in: 25/06/2019
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