Law 13.792/19 Changes Rules for Dismissal of Managing Partners and of the Exclusion of a Partner in Limited Companies

On January 4, 2019, Law No. 13.792/19, which amended the Civil Code (Law No. 10.406/02), was published in the Official Gazette, modifying the quorum of deliberation for dismissal of a managing partner appointed in the Articles of Association and waiving the need to hold a quotaholders meeting for the exclusion of a partner in a company with only two partners.

The first modification was made in the text of Art. 1.063, sole paragraph, of the Civil Code. Prior to the publication of the new Law, the quorum for dismissal of the designated managing partner , in the Articles of Association, was of at least two-thirds of the capital stock. From now on, if there is no contrary provision in the Articles of Association, the dismissal of the managing partner, appointed in the Articles of Association, will occur through the approval of holders of quotas corresponding to more than half of the capital stock.

The second change brought by the new Law is the waiver of the need to hold a quotaholders meeting to deliberate the exclusion of a partner in companies with only two partners (Article 1.085, sole paragraph, Civil Code).

Our Corporate and M&A team is available to provide any clarifications regarding the application of these new legal provisions.