A dissolução parcial de sociedade empresária limitada à luz do princípio da preservação da empresa

Abstract

The main objective of this paper is to study the relationship between two topics that are umbilically linked and undoubtedly connected to business law: (i) the partial dissolution institute, as from the 2002 Civil Code, with special attention to the limited company. , preferred type among Brazilian entrepreneurs; and (ii) the principle of the preservation of the company, a principle implicit in our constitutional legal order, which has the right condition to guide the behavior of the members of a corporate society and society in general. This is because the company, in the current capitalist economic model, has a role of fundamental importance for the economic and social development of a nation, has a social function, because it adds an immense range of interests that transcend those of business owners. As a result, their livelihoods unfold in favor of consumers, workers, tax authorities, the environment, and other stakeholders. Thus, it is clearly observed that the first theme is an important means of achieving the second, and therefore the examination of both together is indispensable for a hermeneutic oozing and application of this institute in favor of the company. The aforementioned legal instrument to help the preservation of the company is born because, throughout the operation of a business company, especially the contractual one, as is the case of the limited, can and usually happens, internal political crisis, closely associated with the relationship between the partners. or successors of the partner, a situation that, if not addressed or overcome, endangers the continuity of the company. Thus, for the general good, it is salutary to raise and develop in the homeland legal system an instrument that enables a partner to disconnect from society, without being closed, safeguarding what interests everyone, the company and its economic activity that generates multiple riches. Moreover, with the provocative objective, the present work will try to reflect if, the uncritical application of the institute of partial dissolution, that is, without the necessary due weight about the norms governing the Corporate Law, may, depending on the situation, have the opposite effect about what is intended with its application, that is, the preservation of the company.