30/11/2008 – OFFICER AND DIRECTORS LIABILITIES IN BRAZILIAN COMPANIES
The Brazilian Law 10.406, of January 10, 2002 (the New Civil Code), in its Article 1.061, has created the possibility, previously inexistent, for the quotaholders to appoint an non-quotaholder as an officer of the Limited Liability Company (Sociedade Limitada). According to the former Civil Code and Decree 3.708, the administration of the Limited Liability Company was restricted to the partners designated as quotaholder-managers and,
if not explicit designated to the contrary, executed by all quotaholders. In such previous context, the ppointment of the administration and representation of the company by third parties was only allowed if expressly permitted in the company’s Articles of Incorporation and, when allowed, the representation by third parties would lead to the personal liability of the quotaholder for the acts performed by such indicated third party, the delegated.
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Almeida Advogados’ Team