The 3rd Panel of the Superior Court of Justice held that holding partners liable for the settlement of obligations assumed by the legal entity does not apply in the case of non-profit civil associations.
An appeal that sought the disregard of the legal personality (piercing the corporate veil) of an entity from Santa Catarina to collect a debt of R$ 13,000 was rejected. The panel stated that Article 1,023 of the Civil Code is applicable only to business companies.
The reporting justice of the appeal, Justice Nancy Andrighi, said that the concept cannot be extended to civil associations, which have characteristics different from simple companies (businesses).
Details – For Nancy, the case does not properly concern the disregard of legal personality, but rather subsidiary liability for the association’s debts. The justice held that, even if the thesis of applying the disregard of legal personality were accepted, the measure would have little practical effect, since the associates do not maintain any legal bond among themselves, by force of Article 53 of the Civil Code.
According to Nancy, the Civil Code of 2002 was more rigorous than the previous one, of 1916, and did not use the term company (sociedade) to refer to associations, because they are distinct institutes. Associations carry out activities on a non-profit basis, a purpose different from that of business companies.
Sources: STJ Press Office and Conjur
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