The extrajudicial exclusion of a shareholder based on an unregistered bylaws is valid, according to a recent ruling by Brazil’s Superior Court of Justice (STJ) — a key alert for business administrators.
The STJ upheld the validity of a shareholder’s exclusion for serious misconduct based on bylaws signed by all partners, even though the document had not been registered with the Commercial Registry. The ruling underscores the strength of private agreements between partners and signals greater flexibility regarding formalities for internal contractual changes.
1. Unregistered bylaws may be enforceable among partners Provided the document is signed by all partners and complies with the formalities of an amendment to the articles of association, the STJ held that it could produce valid legal effects between the parties, even without registration.
2. Extrajudicial exclusion possible without express provision in articles of association In the case analyzed, the bylaws served as a valid amendment to the original articles, effectively supplementing the absence of an express clause authorizing extrajudicial exclusion in the registered contract.
3. Immediate effects within internal relationships The decision confirms that contractual changes between partners take immediate effect internally. However, registration remains necessary for such changes to be enforceable against third parties.
4. Informed and conscious consent The Court emphasized that the partners were fully aware of the rules laid out in the bylaws, including the risks and consequences of exclusion—further reinforcing the document’s validity.
The ruling strengthens the principle of private autonomy in limited liability companies and affirms the binding force of agreements entered into between partners—even when not formalized before the Commercial Registry. To ensure legal certainty and avoid disputes, it is advisable that all amendments to the articles of association be duly registered.
