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A RESPONSABILIDADE DO SÓCIO NA SOCIEDADE LIMITADA EM FACE DO NOVO CÓDIGO CIVIL.
LUIZ MARCELO BREDA PEREIRA
RESPONSABILIDADE DO SÓCIO; NOVO CODIGO CIVIL
MS - DIREITO (PPGD)
CIÊNCIAS SOCIAIS APL
Data da defesa
The present paper has the purpose to mark out the situations where one partner in a limited partnership can be personally responsible for yours own acts or even in non-negotiation situations where the legislation does not specify the solidarity or subsidiary responsibility. In the chapter 1 we justified the need of a new kind of partnership - the limited partnership, emphasizing the partner responsibility, since the century XIX, including the main doctrines that had influenced the Brazilian legislation reaching the 3.708/19 decree that established in Brazil the limited responsibility partnership. The chapter 2 looked for to justify the company's general theory approach since the Napoleonic Code, also mentioning the main doctrine thinkers at the time, culminating with the new Italian Civil Code influencing the actual Brazilian Civil Code, that has joined in one single legal document the civil and commercial doctrines. In the chapter 3 we have a more accurate view about the partner responsibility in front of the limited partnership, the establishment of the Legal Entity, also the main situations where the partner can be responsible for yours own acts or situations guided by the law. Following in the chapter 4 there is the situations where the non-administrator partner can be responsible, mainly considering yours own omission in front of the company's management but also in front of Tax matters. The chapter 5 ends this paper considering that we have already talked about the administrator partner, treating yours own acts in front of the partnership, the tax responsibility - social and labour - and also the management situations that can bring out the disregard Legal Entity. At the summary we affirm to have contributed for a better partner responsibility's comprehension in a limited partnership, alerting about the juridical power's abuse mainly considering tax matters regarding the partner, making it clear that our obligation as Law studious is to find the cure for this malfeasance.