6/27/2022
Many times, when facing business failure, companies close their doors, but do not properly close their activities, leaving the remains of commercial, tax and labor debts, still without updating their registration data with public agencies.
The company’s irregular dissolution, when incorporated under the limited liability set of rules, transfers the responsibility to its partners and managers, who may respond with their private assets to pay any remaining debts. The assignment of personal assets occurs giving the fact that the company was irregularly deactivated and without assets, making the partner’s liability unlimited.
Even in cases of regular exit, the partner remains responsible for potential labor, tax, social security, or supplier debts for a period of two years.
In a recent decision, the Superior Court of Justice (STJ) defined that the partner or administrator who participated in the irregular closure of the limited liability company must answer personally for the tax debt to the Public Treasury, even if he or she was not a member of the corporate or administrative staff at the time of the taxable event.
The orientation, therefore, exempts those who were part of the company at the time of the taxable event, but who regularly left the company before the irregular dissolution. The liability is based on the irregular closure of the company without the proper legal measures.
In practice, compliance with the legal dictates for the company’s closure activities is paramount, under penalty of personal consequences to partners and managers.
Our corporate team is at your disposal for any further clarification.
Coauthors: Gisleine Porto and Silvia Rodrigues Pachikoski
