Public Register

Art. 1.033. It is become fluid society when to occur: I – the expiration of the stated period of duration, saved if, looser this and without partner opposition, not to enter the society in liquidation, case where it will be prorogued for indeterminate time; II – the unanimous consensus of the partners; III – the deliberation of the partners, for absolute majority, in the society of indeterminate stated period; IV – the lack of plurality of partners, not reconstituted in the stated period of one hundred and eighty days; V – the extinguishing, in the form of the law, of authorization to function. Only paragraph. The made use one in interpolated proposition IV in case that the remaining partner, also in the hypothesis of concentration of all the quotas of the society under its title, requires, in the Public Register of Mercantile Companies, the transformation of the register of the society for individual entrepreneur or individual company of limited responsibility, observing are not applied, in what to fit, the made use one in arts. 1.113 the 1,115 of this Code. (Writing given for the Law n 12,441, of 2011) (Validity) the Law n.

12.441/2012 brought to the Brazilian order, enormous modifications, before had only two modalities: individual entrepreneur (art. 966 CC) that she will be always natural person and society entrepreneur (art. 981 CC), in its aspect will be always legal entity. As teachings of Fbio Ulhoa Rabbit, the exercise of the economic activity for natural person, INDIVIDUAL ENTREPRENEUR calls itself, will be itself legal entity, calls itself SOCIETY ENTREPRENEUR. The individual entrepreneur limitlessly answers, thus, its personal goods can be reached, while the second figure (society entrepreneur) the responsibility is limited to the value of the integrated quotas. We know, that to run away from this type of responsabilizao, many individual entrepreneurs used of mechanisms, celebrating limited partnership contract, where it withholds up to 99% of the social quotas, with one another person with only 1%, said ' ' laranja' ' , creating of this form an appearance society, fulfilling a legal formality and without &#039 exists; ' affectio societatis' '.

We conclude the present article, affirming that the new law, came to solve such situations with the creation of the INDIVIDUAL COMPANY OF LIMITED RESPONSIBILITY EIRELI, this new figure will have the same legal contours data the COMPANY LIMITED LTDA. The enterprise name could be firm or social denomination, however always followed of the expression ' ' EIRELI' '. The capital stock, could not be inferior the 100 (one hundred) times the value of the effective minimum wage in the country. Important to emphasize, that any society could be transformed into individual company, since whom it concentrates the quotas in being able of an only partner. The society that to lose the plurality of partners also will be able to be become into individual company.

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