Federal Law 13,792/19 was published in January of this year, amending §1º of article 1,063 of the Civil Code with regard to the dismissal of a managing partner appointed in the articles of incorporation and the exclusion of a minority shareholder for just cause in limited liability companies.
Previously, the dismissal of a managing partner appointed in the articles of association occurred upon a resolution approved by partners representing at least 2/3 (two thirds) of the company’s capital stock. With the enactment of this law, such dismissal becomes valid upon the approval of partners representing more than half of the capital stock only if there is no provision to the contrary in the company’s articles of incorporation.
This change unifies the quorum for dismissal of managers of limited liability companies, partners or not, appointed in the articles of association or not, since item II of article 1.076 of the Civil Code already established the quorum of more than half of the capital stock for general dismissal of managers.
Another change brought by the law was the inclusion of an exception to the rule set forth in the sole paragraph of art. 1.085 of the Civil Code, regarding the hypotheses of termination of the company in relation to its minority partners. As a rule, the exclusion of minority partners requires (i) just cause and (ii) prior notice of a meeting of all partners for this purpose, so that the minority partner in question is aware of the situation in which he finds himself and has sufficient time to exercise his right of defense. The new wording brought by the law dispenses with the prior call and specific meeting indicated above in cases where the company is formed by only two partners.