The court denies a request for annulment and rectification of corporate quotas. The decision upheld the partial dissolution of the company.
The 1st Reserved Chamber of Business Law of the Court of Justice of São Paulo upheld a judgment that granted the request for partial dissolution of a company of physicians and denied the annulment and readjustment of the value of the corporate quotas.
According to the case records, the plaintiffs claimed that the nominal value of the corporate quotas stated in the articles of association is incompatible with the investments made by them upon joining the company.
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At the time they became partners, the market value of the company was R$ 1 million and each one disbursed R$ 200 thousand, corresponding to a 20% interest. They stated that, when the quotas were paid in, the articles of association were amended and the capital increased from five thousand to ten thousand quotas, each worth one real, and they were therefore harmed.
The rapporteur of the appeal stated that the incompatibility between the nominal value of the quotas and the value of the initial investments “is not a cause of absolute nullity”.
Time elapsed since the acquisition of the corporate quotas
In addition, the long time elapsed between the acquisition of the corporate quotas and the filing of the action (approximately 10 years) leads one to believe that the value “was not relevant” to the plaintiffs and “nor did it prevent the drawing of profits” by the company.
In this way, the request for annulment and rectification “lost relevance and must be rejected, especially in view of the inertia of the partners in regularizing the situation”.
The rapporteur also emphasized that the value of the quotas does not “interfere, in principle, in the calculation of the assets, which will be verified and paid in accordance with the proportion of each partner in the share capital”.
“Finally, in the case of a company of physicians, it being found that the remuneration of the partners takes place in light of the services provided, such peculiarity must be considered in the liquidation for the purposes of assessing the goodwill, which may or may not exist, which must also be resolved prior to the liquidation”, it states.
Source: STJ
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