In a recent decision, the 4th Panel of the Superior Court of Justice (STJ) reaffirmed the understanding that the calculation of assets owed to the dissenting partner should not include future profits, if there is no provision for this in the articles of association.

When a partner dissents from a company, occur a partial dissolution. In this context, a calculation is made of the market value of the company’s assets, in order to calculate the values relating to the dissenting partner’s stake.

The partners can establish in the Articles of Association the rules for calculating assets in the event of a partial liquidation, choosing different forms and criteria. If rules are provided by the Articles of Association, they must be followed.

However, according to court precedents, if the Articles of Association are silent, the judge will follow the standard rule, setting the appraisal value according to the values obtained in the balance sheet and the valuation of assets and rights, based on the date of the resolution.

In the recent judgment, the dissenting partner wanted to include the company’s projected future profits in the calculation of assets, which was denied by the Court, since future profits are not part of the company’s assets and there was no contractual provision to this effect.

Cases like this show the importance of preventive corporate organization, which should be done through appropriate legal advice. Instruments such as the Articles of Association and Shareholders’ Agreements must show the real intentions of the shareholders, including for different future scenarios.

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