Apuração de haveres na dissolução parcial de sociedade limitada: efeitos da previsão contratual e da inclusão de lucros futuros

Abstract

The present paper has as its central theme the analysis of the prevalence of party autonomy versus the legal criterion for the valuation of equity interests (apuração de haveres) in the partial dissolution of limited liability companies, focusing on the controversy regarding the inclusion of future profits (goodwill) in the calculation of the departing partner's share. The relevance of the study is undeniable, as the method of equity valuation has direct economic implications for the continuity of business entities and the legal certainty of corporate relationships. The inconsistency and jurisprudential disagreement between the Superior Court of Justice (STJ) and the São Paulo Court of Appeals (TJSP) regarding the inclusion of intangible assets highlight the importance of an in-depth analysis to mitigate uncertainty and guarantee the fair patrimonial compensation for the partner. The main objective is defined by the critical analysis of the validity and effectiveness of contractual provisions governing equity valuation, investigating the limits of contractual autonomy against principles such as the prohibition of unjust enrichment and objective good faith. The methodology applied consists of bibliographic research, based on specialized corporate law doctrine, and jurisprudential research in the STJ and TJSP, focusing on the tension between the binding force of the contract (pacta sunt servanda) and the inclusion of future profits in the valuation. The study intends to conclude that, although private autonomy should prevail, the absence of an express contractual provision constitutes a risk factor that subjects the departing partner to the more restrictive interpretation of the STJ, which, by default, excludes future profits from the calculation. Thus, the work reinforces that diligence in drafting the articles of association is the most effective tool to ensure the fair compensation of the partner and business predictability