An heir does not have legal standing to seek, through the courts, the receipt of amounts relating to the equity quota to which he would allegedly be entitled — by reason of the death of his father — while the opening of probate and the carrying out of the partition remain pending.
In such a case, according to the Superior Court of Justice (STJ), standing to bring any action for corporate dissolution lies with the estate, by virtue of the principle of preservation of the business entity and considering that the replacement of the deceased partner — and, therefore, of his equity quota — does not occur through mere hereditary succession, but by reason of adherence to the articles of association after the partition.
This understanding was applied by the Third Panel of the Superior Court of Justice (STJ) in recognizing the lack of standing of a co-heir to bring an action for the assessment of corporate shares for the receipt of amounts relating to the equity quota that previously belonged to his deceased father. According to the heir, some of his siblings had already received amounts relating to their respective equity interests.
Inheritance — The claim was upheld at first instance, which set the liquidation of the equity quota at more than R$ 6 million. The judgment was upheld by the Court of Justice of São Paulo. In its analysis of the special appeal brought by the corporate group, Justice Marco Aurélio Bellizze initially emphasized that case law both prior to and following the Civil Code of 2002 has gradually broadened standing for the bringing of an action by heirs, especially for the purpose of ensuring the defense of the universality of the inheritance.
According to the Justice, the case records indicate that the heir seeks only the direct receipt of the amounts allegedly inherited, regardless of the carrying out of probate and partition. However, the rapporteur stressed that liquidation may be carried out before the partition only when there is a decision by the estate, “that is, by the body of heirs, and not by a single heir.”
Negotiation during one’s lifetime — In the case at hand, Justice Bellizze also emphasized that the negotiation reached with the siblings regarding their respective equity interests occurred by inter vivos act, since the heirs’ father had not yet died.
“Accordingly, with respect to the remaining third of those original quotas, up to the present moment, ownership remains in joint estate among all the heirs, it not being possible to bring the present action for the assessment of corporate shares and to obtain payment thereof as if there had been a partition and individualization of the inherited assets,” the Justice concluded in granting the company’s appeal.
Read the ruling.
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