Law 13,792/19 was published in the Official Gazette of the Union (DOU) on the 4th, amending the Civil Code and modifying the quorum required for the removal of partners in a limited liability company.
According to the text, when the partner has been appointed as administrator in the articles of association, their removal will occur through the approval of holders whose quotas correspond to more than half of the share capital, except in cases in which there is a different contractual provision.
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The rule amends the sole paragraph of article 1,085 of the Code to establish that, except in cases where there are only two partners in the company, the exclusion of one of these members may only be determined in a meeting or assembly specially convened for this purpose, with the partner to be removed being aware in time to attend the assembly and exercise their defense.
The law originates from PLC 31/18, approved in December by the Senate’s Constitution and Justice Committee (CCJ), and entered into force on January 4.
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