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Minister Humberto Martins, rapporteur of the case, highlighted that the company was used to hide assets, harming creditors.

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Tuesday, June 18, 2024

 

Updated at 14:04

 

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This Tuesday, the 18th, the 3rd panel of the STJ, by majority vote, accepted the request from an agricultural cooperative and recognized the possibility of inversely disregarding the legal personality of an agricultural company. Minister Humberto Martins, rapporteur of the case, highlighted that the company was used to hide assets, harming creditors.

 

What is reverse piercing the corporate veil?

 

Reverse piercing of the corporate veil is a legal mechanism that allows the personal assets of partners or administrators to be used to satisfy the company's debts, but in specific circumstances. This occurs when the company's legal personality is used as a shield to protect the personal assets of partners or administrators from their own personal obligations.

 

Instead of seeking the company's assets to satisfy the partners' debts (direct disregard), inverse disregard allows the creditors of a partner or administrator to reach the company's assets when they are abusively used to hide or protect the partners' personal assets or administrators.

 

 

 

STJ applied reverse disregard of legal personality. (Image: Flickr/STJ)

In the case in question, the cooperative requested the inverse disregard of the legal personality of the agricultural company, alleging that it was being used to hide the debtors' assets. The allegation was based on the sale of a property in 1999, for a below-market value, which was subsequently used to pay up the defendant's share capital.

 

The original instances rejected the procedural incident, not finding sufficient evidence that the company was used to hide assets. The Court highlighted that the purchase and sale of the property, carried out in 1999, did not demonstrate fraud or asset shielding.

 

The vote of the rapporteur, minister Humberto Martins, prevailed in the trial, being accompanied by ministers Moura Ribeiro . The minister concluded that the company was used to hide assets to the detriment of creditors and partially granted the special appeal, recognizing the possibility of reverse disregard of the defendant's legal personality.

 

Minister Nancy and Minister Ricardo Villas Cueva disagreed. They assessed that the requirements for reverse disregard were not present, considering that: (i) the aim is to hold the company responsible for the obligation of people who are not members; (ii) the supposed asset shielding was not caused by the asset autonomy of the legal entity, but by a transaction concluded with an individual whose annulment is no longer possible due to the expiration of the statute of limitations.

 

 

 

link: https://www.migalhas.com.br/quentes/409577/stj-aplica-desconsideracao-inversa-da-personalidade-juridica