As our previous Newsletter published on 12/02/2022, the National Congress approved the substitute presented to the Bill n. 3.401/08, which disciplined the judicial procedure for disregarding the legal personality and extending the liability of a legal entity to a member, institutor, partner, or administrator. However, the Presidency entirely vetoed the substitutive on 12/14/2022.

As justification for the veto, the President registered that the legislative proposal goes against the public interest and that the disregard of a legal personality institute has already been regulated by Articles 134 to 137 of the Civil Procedure Code and Article 50 of the Civil Code. In addition, the proposed regulation would conflict with the Constitution by regulating matters of a private initiative of the Executive Power.

The veto was already expected. In general terms, the Civil Code and the Civil Procedure Code allow the judge to disregard the legal personality to extend certain liabilities to the private assets of partners and managers in cases of misuse of purpose or asset confusion.

Given the presidential veto, the Bill will be sent to the National Congress to deliberate on its maintenance or override.

The corporate team of Fraga, Bekierman e Cristiano Advogados is available to clarify any doubts about the matter.