STJ decides on possible seizure of partner's shares for private debt
11 de December de 2024, às 22:25
Qualitare
By Karolyne Patricio - Lawyer
The third panel of the Superior Court of Justice, in the judgment of REsp 1.803.250/SP, concluded that it is possible to seize the company shares belonging to the debtor partner, in executions proposed by a private creditor of a debt contracted by him (without him having any connection with the company).
This is because the Code of Civil Procedure, in art. 835, IX, provides for the possibility of judicial seizure of company shares, which in turn must comply with the procedure established in art. 861 of the same law, in order to guarantee the right of preference of the remaining shareholders, as well as the affectio societatis.
The seizure of company shares, however, cannot occur indiscriminately, especially since the company will be directly affected by a debt that it did not contract. This measure of judicial constriction can only be carried out when there are no other private assets of the shareholder that can be seized, including in the absence of profits to be distributed.
Another relevant point in the judgment is that the company in this case was under judicial reorganization. According to the STJ, the fact that the company is under judicial reorganization does not constitute an obstacle to the seizure of company shares. However, any interference by this act of seizure in the company's recovery process should be analyzed during the execution, and the two judges (of the execution and judicial reorganization) should make use of the institute of cooperation.
The third panel of the Superior Court of Justice, in the judgment of REsp 1.803.250/SP, concluded that it is possible to seize the company shares belonging to the debtor partner, in executions proposed by a private creditor of a debt contracted by him (without him having any connection with the company).
This is because the Code of Civil Procedure, in art. 835, IX, provides for the possibility of judicial seizure of company shares, which in turn must comply with the procedure established in art. 861 of the same law, in order to guarantee the right of preference of the remaining shareholders, as well as the affectio societatis.
The seizure of company shares, however, cannot occur indiscriminately, especially since the company will be directly affected by a debt that it did not contract. This measure of judicial constriction can only be carried out when there are no other private assets of the shareholder that can be seized, including in the absence of profits to be distributed.
Another relevant point in the judgment is that the company in this case was under judicial reorganization. According to the STJ, the fact that the company is under judicial reorganization does not constitute an obstacle to the seizure of company shares. However, any interference by this act of seizure in the company's recovery process should be analyzed during the execution, and the two judges (of the execution and judicial reorganization) should make use of the institute of cooperation.
