Critérios de apuração de haveres na dissolução da sociedade contratual

The dissolution of a company founded in articles of organization is a complex procedure involving the liquidation of the company’s fortune, assets and liabilities, as well as the distribution of fortune among the partners. This process is governed by specific criteria for the calculation of the fortune, which determine how the resources will be divided. These criteria are established based on various factors, such as prior agreements among the partners, legal provisions, and specific regulations of the type of company in question. When becoming a partner, it is expected that one will contribute a certain amount to the company’s capital, receiving in return a corresponding fraction of the capital, known as membership interests. In the event of dissolution of the company, the partner is entitled to a proportional share of their investments, termed the “liquidation of fortune,” as established by Article 1,108 of the Civil Code. This article highlights the complexity of this calculation, which combines legal and economic analyses to determine the amount to be refunded to the departing partner. The two main criteria for fortune calculation are discussed: the conventional criterion, established in the partnership agreement, and the legal criterion, determined by legislation. The importance of choosing the appropriate criterion to avoid disputes and ensure a fair and equitable dissolution is emphasized, reinforcing the need for a thorough and individualized analysis of each case to maintain the partnership’s asset integrity and harmony among the partners.