Nas sociedades anônimas, a figura do acionista controlador desempenha papel central na definição dos rumos estratégicos da companhia. Detentor do poder de eleger a maioria dos administradores e de influenciar as deliberações sociais, esse acionista possui uma posição de destaque que, embora legítima, deve ser exercida dentro dos limites legais e em consonância com os […]
CPDMA BLOG
Category: News
Date: 27 de May de 2025
Posted by: CPDMA Team
STJ recognizes extrajudicial exclusion of partner based on private instrument, without registration with the Board of Trade
In a recent decision, the Third Panel of the Superior Court of Justice (STJ) upheld the extrajudicial exclusion of a partner based on a private instrument signed by all members of the company, even without registration with the Board of Trade. [1].
In the case under review, after the company's formation and registration, the partners signed a document called a "statute," which provided, among other clauses, for the possibility of extrajudicial exclusion of partners for just cause. Later, one of the partners was excluded based on this statute. The excluded partner contested the validity of the act, arguing that the exclusion was not provided for in the registered articles of incorporation. However, both the trial court and the appellate court considered the exclusion valid, a position that was upheld by the STJ.
The case’s reporting judge, Justice Ricardo Villas Bôas Cueva, emphasized that the statute, although not registered, was signed by all the partners and contained the necessary formalities to be considered an addendum to the articles of incorporation. Therefore, the document produced immediate effects among the partners, allowing for the extrajudicial exclusion as provided for. The justice pointed out that "the lack of registration of the amendment to the articles of incorporation does not generally prevent it from immediately producing internal effects among the partners."
This important precedent highlights the relevance of properly formalizing agreements between partners and understanding that documents signed by all members, even without registration, can have significant implications for corporate relations.
Therefore, it is recommended that business companies review their internal instruments and seek specialized legal advice to ensure that their agreements comply with current legislation and protect the interests of all parties involved.
[1] The judgment and the case number were not disclosed because the proceedings are under judicial secrecy. The full report can be read at the following link: Third Panel considers valid the extrajudicial exclusion of a partner based on an unregistered statute. Accessed on 04/11/2025.
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STJ recognizes extrajudicial exclusion of partner based on private instrument, without registration with the Board of Trade
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In a recent decision, the Third Panel of the Superior Court of Justice (STJ) upheld the extrajudicial exclusion of a partner based on a private instrument signed by all members of the company, even without registration with the Board of Trade.[1]
In the case under review, after the company's formation and registration, the partners signed a document called a "statute," [...]
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