By Luis Felipe Eiras and Amanda Lima

Published in the Official Gazette of the Union, on January 4, 2019, Law 13.792/19, which amends provisions of the Civil Code that apply to limited companies.

The new Law ensures that the quorum for dismissing a partner-administrator, appointed in the Articles of Association, is reduced from 2/3 to a majority of the share capital, if there is no express provision in the said Articles of Association, as set out in its text:

“Art. 2 § 1 of art. 1,063 of Law No. 10,406, of January 10, 2002 (Civil Code), shall come into force with the following wording:

Art.1.063.

§ 1º In the case of a partner appointed as an administrator in the contract, his/her dismissal only takes place with the approval of holders of shares corresponding to more than half of the share capital, unless otherwise provided for in the contract” (NR)

Regarding the exclusion of partners, the Civil Code indicated the extrajudicial exclusion of partners, as provided for in the Articles of Association, by partners representing the majority of the share capital, through a specific meeting or assembly to deliberate on such matter, guaranteeing the partner who will be dismissed knowledge of the meeting or assembly so that he can attend and exercise his eventual defense.

With the enactment of the new Law, the sole paragraph of article 1,085 was changed to provide that, in limited companies with only two partners, there is no need to call a meeting or assembly to decide on the possible exclusion of a partner.

Thus, the new Law clarifies:

“Art. 4 The sole paragraph of art. 1,085 of Law No. 10,406, of January 10, 2002 (Civil Code), shall come into force with the following wording:

“Art.1.085.

Sole paragraph. Except in cases where there are only two partners in the company, the exclusion of a partner may only be determined at a meeting or assembly specially convened for this purpose, with the accused being informed in sufficient time to allow his/her attendance and the exercise of the right of defense.” (NR)

Law 13,792/19 came into force on the date of its publication, January 4, 2019.