Post by account_disabled on Mar 12, 2024 23:55:40 GMT -5
Provisional Measure No. 881/2019 (MP 881), approved by the Federal Senate on August 21, 2019, aims to, among other things and in its words, establish “free market guarantees”. For this purpose, provisions of several pieces of legislation are amended, including Law No. 10,406/2002 (Civil Code).
Article 50 of the Civil Code, which deals with the disregard of legal personality, underwent important changes and additions, coming into force with the following wording:
Art. 50. In case of abuse of legal B2B Lead personality, characterized by misuse of purpose or confusion of assets, the judge may, at the request of the party, or of the Public Prosecutor's Office when it is appropriate to intervene in the process, disregard it so that the effects of certain and determined relationships of obligations are extended to the private assets of administrators or members of the legal entity benefiting directly or indirectly from the abuse.
§ 1 For the purposes of this article, misuse of purpose is the intentional use of a legal entity with the purpose of harming creditors and for the practice of illicit acts of any nature
§ 2 Confusion of assets is understood as the absence of de facto separation between assets, characterized by:
I – repetitive fulfillment by the company of the partner’s or administrator’s obligations or vice versa;
II – transfer of assets or liabilities without effective consideration, except for those with a proportionally insignificant value; It is
III – other acts of non-compliance with patrimonial autonomy.
§ 3 The provisions of the caput and § 1 and § 2 also apply to the extension of the obligations of partners or administrators to the legal entity.
§ 4 The mere existence of an economic group without the presence of the requirements referred to in the caput does not authorize the disregard of the legal entity's personality.
§ 5 The mere expansion or alteration of the original purpose of the specific economic activity of the legal entity does not constitute a misuse of purpose.
In the Explanatory Memorandum of MP 881, such changes were justified as follows.