Tax | Brazilian Superior Court Rules That Former Shareholders’ Personal Assets Most Be Protected Against Tax Liabilities After Leaving the Company

In a decision granting legal protection to former shareholders of Brazilian companies with relevant tax indebtedness, Brazilian Superior Court (STJ) exempted a former shareholder from the company’s tax debts generated at the time he held a management position. 

The decision prevents former managing shareholders from having their personal assets required for liquidation of the tax debt generated during their management.

This new rule is only applicable to the shareholders that have successfully exited the managing position and the enterprise itself, respecting all formal requirements to do so. 

To assure the regularity of the exiting process, the former shareholder must proceed to the liquidation of any receivable or due amounts, as well as the notification of all business acts at the proper Commercial Registry and to the Fiscal Authorities. 

This scenario emphasizes the importance that the managing shareholder, when planning to leave the business legal person, carefully execute all the acts related to the regular exiting process. Otherwise, eventual tax debts generated during his time acting in a managing role can be liquidated through his personal assets.


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