In the case of unpaid debts owed by a Brazilian company, is it possible to sue not only the company but also its shareholders or directors?<\/p>\n
The answer is yes: in Brazil, there is a legal mechanism known as desconsidera\u00e7\u00e3o da personalidade jur\u00eddica<\/em> (disregard of legal personality), which allows courts to pierce the corporate veil when limited liability is abused. Below, we explain in practical terms how this mechanism works, when it can be applied, and the steps to take to use it in debt recovery.<\/p>\n In Brazil, the principle of the corporate veil (personalidade jur\u00eddica) ensures that the company is a legal entity separate from its shareholders and directors, with its own independent and limited liability. However, in exceptional circumstances, Brazilian law allows this separation to be disregarded, making shareholders or directors personally liable for the company\u2019s debts.<\/p>\n This measure is allowed in cases of abuse of legal personality, which mainly manifests through:<\/p>\n In such cases, the judge may grant an incidente de desconsidera\u00e7\u00e3o da personalidade jur\u00eddica<\/em>, allowing the extension of liability or debt recovery to the personal assets of shareholders or directors, who then become responsible for the company\u2019s obligations.<\/p>\n It is important to stress that this action is the exception, not the rule. Typical cases in which Brazilian courts may accept it include:<\/p>\n For a judge to authorize direct action against shareholders or directors there must be a clear causal link between the abuse of legal personality and the creditor\u2019s damage. Furthermore, shareholders or directors must be summoned to court and given the opportunity to defend themselves and the mere existence of a corporate group does not justify extending liability to the parent company, unless there is evidence of abuse.<\/p>\n Here are the practical steps to follow:<\/p>\n First of all, it is necessary to collect evidence showing corporate activities that deviate from the company\u2019s stated purpose or suspicious asset transfers (assets moved without economic justification, personal debts paid with company funds) or actions suggesting that the company is only a tool to hide shareholders\u2019 liability.<\/p>\n If the judge grants the request, the personal assets of shareholders and directors can be seized to satisfy the debt. This opens the door to foreclosures, seizures, etc., within the limits established by Brazilian law.<\/p>\n The advantages can be summarized as follows:<\/p>\n As for the challenges, it should be noted that this is an exceptional remedy: if the evidence is not strong, the request is generally rejected. Moreover, the procedure is complex, and court costs are high, which is why this path is typically pursued only for medium- to high-value debts.<\/p>\n In Brazil, it is possible to attempt to recover an unpaid debt not only from the debtor company but also directly from its shareholders or directors, provided there is strong evidence of abusive conduct, commingling of assets between individuals and the company, or management of the company for purposes other than those stated in its corporate purpose. The main legal tool is the incidente de desconsidera\u00e7\u00e3o da personalidade jur\u00eddica<\/em>. In the case of unpaid debts owed by a Brazilian company, is it possible to sue not only the company but also its shareholders or directors? The answer is yes: in Brazil, there is a legal mechanism known as desconsidera\u00e7\u00e3o da personalidade jur\u00eddica (disregard of legal personality), which allows courts to pierce the corporate veil […]<\/p>\n","protected":false},"author":767,"featured_media":32816,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[12799],"tags":[],"class_list":["post-32802","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-brazil"],"acf":[],"_links":{"self":[{"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/posts\/32802","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/users\/767"}],"replies":[{"embeddable":true,"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/comments?post=32802"}],"version-history":[{"count":2,"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/posts\/32802\/revisions"}],"predecessor-version":[{"id":32804,"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/posts\/32802\/revisions\/32804"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/media\/32816"}],"wp:attachment":[{"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/media?parent=32802"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/categories?post=32802"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/ursusnetwork.com\/en\/wp-json\/wp\/v2\/tags?post=32802"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}What is the \u201cdesconsidera\u00e7\u00e3o da personalidade jur\u00eddica\u201d in Brazil?<\/h2>\n
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When is it possible to go directly against shareholders or directors?<\/h2>\n
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Limits and conditions<\/h2>\n
How to proceed with an action to recover debts from shareholders or directors<\/h2>\n
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Conclusion<\/h2>\n
\nFor significant claims, it is worth considering this path, with a well-structured strategy and in collaboration with a lawyer specialized in this type of action.<\/p>\n","protected":false},"excerpt":{"rendered":"