The assignment of rights to the quotas of a business company after the death of a partner does not exempt the legal entity from its liability to the tax authorities.
The 8th Panel of the Federal Regional Court of the 1st Region (TRF1) granted the interlocutory appeal filed by the National Treasury against the decision of the Judge of the 8th Court of the Judiciary Section of Bahia. That decision, in the records of a tax foreclosure against a beverage distribution company, accepted the objection of pre-enforceability (exceção de pré-executividade) raised by the estate of the legal entity, after the death of a partner.
Its exclusion was ordered, with the inclusion of another legal entity. Regarded as the corporate successor on the passive pole of the dispute. Under the argument that the foreclosed company undertakes to assign the right to commercialize products of the Brahma brewery. As well as vehicles, machinery, and sales and advertising materials related to the field.
The appellant maintains that the appealed decision would be at odds with the legal provisions. And the case law applicable to the matter, requesting its modification.
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The reporting judge and federal appellate judge Marcos Augusto de Sousa found that, from the body of evidence existing in the records, no elements of conviction capable of removing the liability of the principal debtor can be extracted. The legal entity. And, consequently, of the estate of the deceased partner. Because mere contractual provisions, without registration at the Commercial Registry (Junta Comercial) of the headquarters of the contracting companies, do not bind their observance on the part of the Public Treasury.
Death of a partner
The appellate judge cited the case law of the Superior Court of Justice (STJ). According to which “the death of a partner, as a rule, partially dissolves the limited liability quota company. A scenario in which it will fall to the estate, represented by the executor (inventariante), to exercise the transitional administration of the quotas while the assets (haveres) are assessed and the estate is divided.”
The magistrate maintained that the assignment of rights carried out by the legal entity did not exempt it from liability for debts not paid to the tax authorities. And the court of origin also so understood, which is why the appellant’s claim merits acceptance for the reform of the appealed decision in the part that excluded the company from the passive pole, keeping the estate/objecting party (excipiente) on the passive pole of the procedural relationship. The decision was unanimous.
Source: Federal Regional Court of the 1st Region (TRF1)
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