Adrielly Ranghetti
Lawyer. Bachelor of Laws from UFSC (Federal University of Santa Catarina).
This article analyzes the understanding consolidated by the Superior Court of Justice (STJ) in the judgment of Repetitive Theme No. 1.210, which deals with the requirements for disregarding the legal personality in civil and business relations. According to the thesis established by the Court, the mere absence of attachable assets, the insolvency of the business entity, or the irregular closure of its activities do not, in themselves, justify the liability of the partners. The study examines the foundations of the patrimonial autonomy of the legal entity and the requirements provided for in Article 50 of the Civil Code, in addition to the hypotheses of abuse of legal personality arising from the diversion of purpose and the commingling of assets. It concludes that the precedent reinforces the legal certainty of business relations by reaffirming the exceptional nature of disregarding legal personality and requiring concrete proof of abuse for its application.
Keywords: Disregard of legal personality; Liability of partners; Repetitive Theme No. 1.210.
This article analyzes the legal interpretation established by the Brazilian Superior Court of Justice (STJ) in the judgment of Repetitive Theme nº 1.210, which addresses the requirements for piercing the corporate veil in civil and business law matters. According to the legal thesis established by the Court, the mere absence of attachable assets, corporate insolvency, or the irregular dissolution of a company does not, by itself, justify extending liability to shareholders. The study examines the principles underlying the patrimonial autonomy of legal entities and the requirements set forth in Article 50 of the Brazilian Civil Code, as well as the situations that characterize abuse of legal personality through misuse of purpose and commingling of assets. It concludes that the precedent strengthens legal certainty in business relations by reaffirming the exceptional nature of piercing the corporate veil and requiring concrete evidence of abuse for its application.
Keywords : Piercing the corporate veil; Shareholders' liability; Commingling of assets; Repetitive Theme nº 1.210.
Disregarding corporate personality and the liability of partners are central themes in discussions about corporate debt. When a company ceases operations or does not have sufficient assets to settle its obligations, a recurring question arises: does the law allow for the automatic liability of partners?
The Superior Court of Justice (STJ) recently addressed this issue when judging Repetitive Theme 1.210 , consolidating the understanding that the answer is negative. In civil and business relations, the patrimonial liability of partners requires effective proof of abuse of legal personality. The interested party must prove this abuse through diversion of purpose or commingling of assets. Thus, the mere absence of attachable assets or the irregular closure of the company's activities is not sufficient.
Disregarding the legal personality of a company is one of the most relevant legal concepts in Brazilian Business Law. It is widely known for allowing creditors to seek satisfaction of their claims directly from the assets of the partners/shareholders. However, the legal system has always treated its application as an exceptional measure, reserved for situations of actual abuse of the corporate structure.
The formation of a limited liability legal entity produces an essential effect. It separates the company's assets from the assets of its partners. This asset autonomy represents one of the pillars of modern economic activity, allowing for business organization, risk allocation, and the encouragement of entrepreneurship.
Brazilian law expressly recognizes this separation. The Civil Code itself establishes that the legal entity is not to be confused with its partners, administrators, or founders. In this way, it guarantees the asset protection necessary for the development of business activities.
This protection, however, is not absolute. When partners or administrators misuse the legal entity, diverting its purpose or commingling assets, the legal system allows for the piercing of the corporate veil.
For this reason, legal doctrine and case law have always emphasized that piercing the corporate veil is not the rule. It is an exceptional mechanism that seeks to prevent abuses and preserve the legitimate purpose of the legal entity.
The controversy analyzed by the Superior Court of Justice (STJ) arose from a recurring situation in judicial executions: companies that cease their activities do not have sufficient assets to satisfy their obligations.
In practice, it is not uncommon for the absence of assets or the irregular closure of business activities to serve as sufficient grounds for including partners in the passive pole of enforcement proceedings. The Superior Court of Justice (STJ) rejected this logic by reinforcing that there is no automatic presumption of abuse of legal personality.
In many cases, the mere difficulty in locating assets or the finding of irregular closure of business activity has been used as grounds for including partners in the passive pole of enforcement proceedings.
In its ruling, the Superior Court of Justice (STJ) reaffirmed that this practice is not supported by Article 50 of the Civil Code. According to the thesis established by the Court, the mere absence of attachable assets and the irregular closure of business activities do not, in themselves, authorize the disregard of the legal personality of the company.
For the measure to be admitted, it is essential to provide concrete evidence of abuse of legal personality, characterized by misuse of purpose or commingling of assets.
With this, the Court reinforced the requirement for effective proof of abuse and dismissed any automatic presumption arising from the company's insolvency.
Article 50 of the Civil Code establishes two main grounds that can justify disregarding the legal personality of a company: misuse of purpose and commingling of assets.
Misuse of corporate purpose occurs when partners or administrators use the legal entity for purposes incompatible with those that justified its creation. In particular, this situation arises when the company is used to defraud creditors or commit illegal acts.
In this sense, Nelson Nery Junior and Rosa Maria de Andrade Nery teach that misuse of purpose can be identified when a legal entity begins to practice illegal acts or acts incompatible with the activity for which it was established. Furthermore, the authors emphasize that the company cannot serve as an instrument to favor the private interests of the partners to the detriment of third parties [1].
In other words, the company ceases to fulfill its legitimate economic function. As a consequence, it begins to act as a mechanism for fraud or abuse, justifying the application of measures provided for by the legal system.
Commingling of assets occurs when, in practice, there is no longer an effective separation between the company's assets and the assets of its partners.
This situation can be identified in circumstances such as paying personal expenses with company funds, using company bank accounts for personal purposes, transferring assets between partners and the company without adequate compensation, or repeatedly fulfilling personal obligations with company funds, or vice versa.
In these cases, the separation of assets ceases to exist in practice, revealing an undue confusion between assets and justifying the intervention of the Judiciary to investigate any abuse of legal personality.
The main highlight of Topic 1.210 is to clarify the limits of disregarding the legal personality and the liability of partners in the face of difficulty in satisfying the debt. According to the established understanding, the lack of attachable assets is not sufficient to reach the assets of the partners. The same occurs in cases of company insolvency, irregular closure of activities, or cessation of business operations. The mere difficulty in collecting the debt is also not sufficient when analyzed in isolation.
These circumstances may justify a more thorough investigation into the conduct of the company and its administrators. However, they do not replace proof of the requirements set forth in Article 50 of the Civil Code. In other words, the absence of company assets does not automatically mean that there was fraud or abuse. Therefore, the creditor must demonstrate the concrete existence of misuse of purpose or commingling of assets. Business failure, in itself, does not authorize the patrimonial liability of the partners.
The ruling on Case 1.210 represents another step in consolidating the STJ's jurisprudence on disregarding corporate personality and the liability of partners.
Furthermore, the decision reaffirms that the separation of assets is an essential element of business activity. For this reason, its overcoming can only occur in exceptional situations. In these cases, there must be effective demonstration of abuse of legal personality through diversion of purpose or commingling of assets.
More than limiting the liability of partners, the precedent strengthens the legal certainty of business relations and contributes to a more coherent application of creditor protection instruments, requiring that each situation be analyzed in light of the legal basis that is actually applicable.
In this scenario, both companies and creditors must be attentive to the correct use of available legal mechanisms, avoiding the automatic use of piercing the corporate veil in cases that require a more in-depth analysis of the facts and relationships involved.
[1] NERY JÚNIOR, Nelson; NERY, Rosa Maria de Andrade. Código Civil Comentado, 6th ed. Editora Revista dos Tribunais: 2008, p. 249.
References
Law No. 10.406, of January 10, 2002. Civil Code.
REsp No. 1.873.187/SP, rapporteur Justice Raul Araújo, Second Section, decided on May 7, 2026, published in the Official Gazette on June 1, 2026.
REsp No. 1.873.811/SP, rapporteur Justice Raul Araújo, Second Section, decided on May 7, 2026, published in the Official Gazette on June 1, 2026.
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