In a recent decision, the Third Panel of the Superior Court of Justice (STJ) validated the extrajudicial exclusion of a partner on the basis of a private instrument signed by all the members of the company, without registration with the board of trade [1].
In the case under analysis, after the company was incorporated and registered, the partners signed a document called the “bylaws”, which provided, among other clauses, for the possibility of extrajudicial exclusion of partners for just cause. Subsequently, one of the partners was excluded on the basis of this statute. The excluded partner contested the validity of the act, arguing that the exclusion was not provided for in the registered articles of association. However, both the court of first instance and the court of appeal considered the exclusion valid, a view that was upheld by the STJ.
The rapporteur of the case, Justice Ricardo Villas Bôas Cueva, pointed out that the statute, although not registered, was signed by all the partners and contained the necessary formalities to be considered an amendment to the articles of association. Thus, the document took immediate effect among the partners, allowing for out-of-court exclusion as planned. The minister pointed out that “the lack of registration of an amendment to the articles of association does not, as a rule, prevent it from immediately generating internal effects among the partners”.
This important precedent highlights the importance of properly formalizing agreements between partners and understanding that documents signed by all members, even without registration, can have significant implications for corporate relations.
It is therefore recommended that companies review their internal instruments and seek specialized legal advice to ensure that their agreements comply with current legislation and protect the interests of all those involved.
[1] The judgment and the number of the appeal have not been disclosed because the case is being heard in secret. The full article can be read at the following link: Third Panel considers valid extrajudicial exclusion of partner based on unregistered bylaws. Accessed on 11-04-2025