Legal Aspects and Economic Impacts

Partner leaving and its financial impacts on the company.

The departure of a partner is, in practice, one of the most financially sensitive moments for any business partnership. This isn't necessarily due to the breakup itself, but rather to how the value to be paid to the departing partner is determined—the so-called settlement of assets. It is at this point that conflicts frequently arise, potentially leading to prolonged legal disputes, disproportionate payments, and significant impacts on the company's cash flow. In many cases, the problem lies not in the partner's departure, but in the lack of adequate legal planning for this situation.

Valuation of assets in the partial dissolution of a company.

The determination of assets, although often treated as a purely accounting step, is in reality one of the most complex aspects of the partial dissolution of a company. According to Article 1,031 of the Civil Code, a withdrawing partner is entitled to the value corresponding to their share, determined based on the company's net worth. However, the apparent objectivity of the rule hides technical and legal choices that directly influence the final result. Depending on the criteria adopted, the determined value can vary significantly, often in substantial amounts, making this step the main focus of controversy.

Determining this value requires an in-depth analysis of the company's assets, including assets, liabilities, contingent liabilities, and intangible assets. In this context, the choice of valuation method plays a central role. The equity criterion, based on the balance sheet, reflects a static snapshot of the company, while the economic criterion seeks to capture its future capacity to generate results. The adoption of one or the other can substantially alter the value due to the withdrawing partner, being decisive for the balance of the operation.

Contractual autonomy and social contract in partial dissolution

Brazilian law prioritizes contractual autonomy, establishing that the criterion defined in the articles of association will prevail, with the legal criterion applying only subsidiarily. The jurisprudence of the Superior Court of Justice reinforces this logic by generally rejecting the inclusion of future profits when there is no express contractual provision, on the grounds that the withdrawing partner, upon leaving, ceases to assume the risks of the business. This approach seeks to avoid significant distortions and protect the company against decapitalization processes.

Despite this, practice reveals a recurring problem: generic or incomplete articles of association that fail to address essential aspects such as valuation criteria, base date, and payment terms. This omission transfers decisions that should be made by businesses to the Judiciary, increasing uncertainty and the potential for litigation. As a consequence, the determination of assets becomes dependent on accounting expertise and complex technical discussions, making the process longer and more expensive.

Payment of assets and its impact on the company's cash flow.

Another sensitive point concerns the method of payment. Although the legal rule provides for settlement in cash, immediate payment can compromise the company's cash flow and affect its continuity. The absence of contractual provisions regarding deadlines and installments often intensifies the conflict, creating a misalignment between the withdrawing partner's rights and the company's financial reality.

Risk management in partner exit

Practical experience demonstrates a clear pattern: the greatest legal risk lies not in the partner's departure itself, but in the lack of prior planning for that moment. Generic contracts tend to transform the valuation of assets into an almost inevitable dispute, while the clear provision of criteria and conditions significantly reduces the scope for controversy.

In conclusion, partial dissolution is an essential instrument to enable partners to exit without compromising the continuity of the company, but its effectiveness depends directly on how the valuation of assets is structured. The absence of clear criteria tends to intensify conflicts and transfer decisions to the Judiciary that could have been previously defined by the parties. For this reason, the legal organization of this moment should be treated as a strategic element of risk management, capable of preserving value, reducing litigation, and ensuring the stability of corporate relations.

Article written by: Leonardo Neri and Nicoly Crepaldi.

REFERENCES

DRUMOND, Thomaz Carneiro. Notes on the procedure for partial dissolution of a company under the 2015 Code of Civil Procedure. Migalhas, January 13, 2022. Available at: https://www.migalhas.com.br/depeso/357987/procedimento-da-acao-de-dissolucao-parcial-de-sociedade-no-cpc-de-2015. Accessed on: March 25, 2026.

OLIVEIRA, Gleydson KL. What is the legal criterion for determining the assets of a withdrawing partner?. ConJur, December 5, 2025. Available at: https://www.conjur.com.br/2025-dez-05/criterio-legal-para-a-apuracao-de-haveres/. Accessed on: March 25, 2026.

BRAZIL. Law No. 13,105, of March 16, 2015. Code of Civil Procedure. Brasília, DF: Presidency of the Republic, 2015. Available at: https://www.planalto.gov.br/ccivil_03/_ato2015-2018/2015/lei/l13105.htm. Accessed on: March 25, 2026.

BRAZIL. Law No. 10,406, of January 10, 2002. Establishes the Civil Code. Brasília, DF: Presidency of the Republic, 2002. Available at: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm. Accessed on: March 25, 2026.

SILVA, Wilton João Caldeira da; ROMEIRO, Maria Eduarda Oliveira. Valuation and payment of assets in limited liability companies: the rule can and should be customized. Conjur, October 3, 2024. Available at: https://www.conjur.com.br/2024-out-03/apuracao-e-pagamento-de-haveres-em-sociedades-limitadas-regra-pode-e-deve-ser-personalizada/. Accessed on: March 25, 2026.