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Partner exit and valuation of the share · SPD Advocacia

Want to leave the company, or has a partner left? See how to calculate and receive each person's share

Partner withdrawal, death of a partner, valuation of the partner's share and payment for the quotas. For those leaving and for the company that remains.

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Straight answer

How does a partner's exit from the company work?

In a company with an indefinite term, a partner may withdraw by notifying the others at least 60 days in advance. The company is dissolved with respect to that partner, and their share, called haveres, is calculated according to the articles of association. If the articles are silent, the amount is determined in a special balance sheet, with assets and rights, including intangibles, valued at exit price. Without an agreement, an action for partial dissolution of the company can be filed.

What the law says

Key points

Withdrawal

Notice to the partners 60 days in advance, in a company with an indefinite term.

Articles of association

First, the calculation method set out in the contract applies.

Determination balance sheet

Rule when the contract is silent.

Payment

As a rule within 90 days, unless otherwise agreed or provided in the contract.

Source: Civil Code, arts. 1,029 and 1,031; Code of Civil Procedure, arts. 599 to 609.

What is your case?

Situations the firm handles

I want out

Partner withdrawal

Notice, calculation of the share and exit agreement.

Civil Code, art. 1,029
A partner died

Heirs and the company

Valuation of the departing partner's share or admission of the heirs, according to the articles of association.

CPC, art. 599
Disputed amount

Calculation discrepancy

Accounting expert review and special balance sheet.

CPC, art. 606
Remaining company

Installment payment

Negotiation of the deadline and form of payment.

Civil Code, art. 1,031
Profits and partners' compensation

Amounts up to move-out

Share of profits up to the date of withdrawal.

CPC, art. 608
Leaving the LTDA

Amendment to the articles of association

Registration of the exit with the Board of Trade (Junta Comercial).

Case review
This page provides general information, does not replace an analysis of the case and there is no guarantee of results.

Step by step

How the firm works

  1. Review. We read the articles of association, the contracts and the case documents.
  2. Strategy. We assess an agreement, a notice or a lawsuit, and the risks of each path.
  3. Negotiation or lawsuit. We handle the negotiation and, if needed, the lawsuit.
  4. Follow-up. Expert reviews, hearings, appeals and enforcement of the decision.
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Case review

Let's review your case

Answer the questions, one at a time. At the end you can attach documents, which go straight to a folder in the firm's Drive, and send the summary via WhatsApp. Everything is protected by attorney-client confidentiality.

Common questions

Frequently asked questions

Do I need the other partners' authorization to leave?

In a company with an indefinite term, no. A notice given 60 days in advance is enough.

How is the value of my share calculated?

By the criterion in the articles of association. If there is none, by a special balance sheet (balanço de determinação), with an expert review if there is disagreement.

Am I still responsible for the debts after leaving?

For prior obligations, they may be liable for up to 2 years after the withdrawal is registered (Civil Code, art. 1,032).

Can it be resolved without a lawsuit?

Yes. Many exits end in a quota agreement with an amendment to the articles of association.

Do you serve clients from other states?

Yes. The firm is based in Anápolis-GO and serves clients from every state online.

How much does it cost?

After the analysis, the firm sends a written fee proposal before any engagement.