This without losing sight of the fact that such provisions

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Another fundamental part of such agreements is the regulation of the process for liquidating the shareholding, in cases of withdrawal of the partner, and of the company's assets, in cases of total dissolution of the legal entity. There are two different paths. In the withdrawal, the assets are determined, which is nothing more than an estimate of the company's overall value; many call this a valuation ; they could be called évaluation (French) or valutazione (Italian) or even a company assessment. Detail: if the parties agree, this assessment can be done through arbitration, with the resulting effects, namely avoiding judicial delays. And it can even include a confidentiality clause, an option that is popular with many corporate groups.

The process of liquidating a business corporation, in cases of total dissolution of the legal entity, must be governed differently. Here, the assets are not assessed, but rather realized in order to finally settle bulk sms kuwait the liabilities, distribute the remaining assets among the partners, in proportion to their participation, concluding with the deregistration in the commercial registry. Thus, the regulatory agreement for corporate dissolution must define the rules for this entire process, that is, standards that govern the form and time of the acts and terms of the liquidation process, the functions to be performed, etc. Both in the “Manual de Direito Empresarial” (18th ed. Editora Atlas, 2024) and in Direito Empresarial Brasileiro – Direito Societário (14th ed.

Editora Atlas, 2022) there is information that allows for the creation of a regulation for the inventory of assets, realization of assets, payment of creditors, with the final distribution of the assets among the partners, in proportion to their participation in the share capital. However, it is important to highlight one particularity: if, during the process of total dissolution, the liquidator realizes that the assets are not sufficient to cover the liabilities, he/she must request the declaration of bankruptcy in order to subject the company to the provisions of Law 11.101/05. On the other hand, it is advisable to ask the partners about the possibility of wanting rules on the preference in the acquisition of assets (real estate, machinery, brands, patents, among other assets), instead of their sale, during the process of realization. Finally, for the work to be complete, there must be rules on the rendering of accounts and the closing of the process.