Untimely registration of amendment to the Articles of Incorporation does not produce retroactive effects

The fourth panel of the Superior Court of Justice (STJ) unanimously decided that the untimely registration of corporate acts does not retroact to the moment of their approval, so that they only produce effects before third parties from the date of registration.

In the recent case, a limited liability company approved a corporate act that removed its managing partner from the company and, at the same time, transformed the company into a simple company. However, the act was only registered with the Civil Registry of Legal Entities – where the acts of simple companies are registered – and not with the Registry of Commerce – where the acts of limited liability companies are registered.

The act was later registered with the Registry of Commerce in 2014, ten years after it was drawn up. The Court held that the effects became effective before third parties only on the date of registration, not retroactively to the date of the act.

Given the lack of registration of the act that removed the managing partner from the company, the dissenting partner could be charged for tax foreclosures of the company relating to events after her departure.

According to the law, acts relating to contractual amendments must be registered within 30 days of its approval. If it is registered within this period, the effects will be retroactive to the date of the act. However, if the registration is made after this deadline, the act will only produce effects before third parties – including the tax authorities, employees, other companies, consumers, etc. – from the date the registration was granted.

The case shows the importance of having specialized legal advice. RUCR Law is a law firm focused on serving companies of all sizes, and has a team specialized in preventive consulting. We are ready to meet the most diverse corporate and business demands and have extensive experience in drafting and registering corporate acts.