The date of dissolution of a partnership is set by the court. The 5th Civil Court of the Jabaquara Regional Forum resolved a matter relating to the partial dissolution of a partnership, a situation that occurs when one of the partners wishes to withdraw from the company.
In the case at hand, a dispute arose over which date to consider for assessing the assets (haveres), as well as who will pay the partnership’s debts to the tax authorities and other creditors. The defendants themselves, the other partners, agreed with the request for partial dissolution and the withdrawal of the plaintiff.
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Date of dissolution of the partnership
As to the date of dissolution of the partnership, Judge Gustavo Santini Teodoro determined that “since this is an unmotivated withdrawal, the date of dissolution of the partnership with respect to the plaintiff shall be considered to be the sixtieth day following the partnership’s receipt of the notice from the withdrawing partner.” The defendants requested that the date of the judgment be considered.
From the date so defined, an assessment of the plaintiff’s assets (haveres) must be carried out — a balance sheet of the entire partnership’s assets, performed by an accounting expert, possibly assisted by other professionals.
“Either positive net worth is assessed, and then the plaintiff receives his assets, in proportion to his quota; or negative net worth is assessed, due to liabilities exceeding assets, and then the plaintiff receives nothing,” specified the magistrate.
If there are creditors, it will be up to them, “if applicable,” stated the judge, “to adopt the measures that allow, for example, the disregard of the legal personality (piercing the corporate veil), in which case that limitation of Article 1.052 of the Civil Code may be set aside, or the determination of the plaintiff’s liability based on Articles 1.025 and 1.032 of the Civil Code.” The decision became final and unappealable.
Source: Social Communication TJSP
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