2/5/2023
The Official Daily Government Newspaper published on December 14, 2022 the full veto of the President of the Republic to Bill no. 3,401/2008, which provided for the procedures of disregard of corporate personality.
The text, authored by former congressman Bruno Araujo, had been approved by the House of Representatives in 2014 and sent to the Senate, which made a legislative amendment before forwarding it to the Constitution and Justice Committee (CCJC).
Analyzing the legislative proposal, the CCJC issued an opinion regarding the Bill’s constitutionality, legality, and legislative technique. However, on the merits, it ruled for the rejection of the Federal Senate Substitute, since the text of the amendment would not achieve the purpose intended by the House proposal.
The text was then submitted for presidential sanction and was vetoed in its entirety. The President explained that the Bill was vetoed because the matter was already duly regulated.
According to the resolution, “the legislative proposal goes against the public interest, since the matter of disregard of legal entity is already duly regulated by the legal system, in articles 134 to 137 of Law No. 13105 of March 16, 2015 – Code of Civil Procedure and art. 50 of Law No. 10406 of January 10, 2002 – Civil Code.”
In fact, when the Bill was proposed, in 2008, the disregard of legal entity could be requested within any execution proceeding and be granted without the debtor’s prior notice.
At the time, the 2015 Code of Civil Procedure, which regulated the matter, had not yet been instituted. Among other changes in relation to the Code of Civil Procedure of 1973, a deadline was established for the debtor to present a defense when the request for disregard is received, in addition to the need for personal notification of the company’s partners and the need for a separate proceeding, by means of a procedural incident.
In addition, the Bill, despite containing several points already included in the legal system by the Code of Civil Procedure (2015) and the Economic Freedom Law (2019), would bring some conflicts in relation to the procedural norms already established, such as the need for the Public Prosecutor’s Office to manifest in the process and the requirement of proof that the patrimonial deviation occurred for personal benefit.
Thus, the disregard of legal personality continues to be instituted under the current procedural legislation.
