Possibilidade de aplicação do critério de desempate previsto no §2º do art. 1.010 (Código Civil) nas deliberações sociais em sociedades limitadas

Abstract

Investigation about the legal possibilities of application of §2º of Art. 1.010 of the Civil Code of 2002, within the scope of Private Limited Companies (Ltda.), as a resolution criterion for the deliberations of partners that remain tied. For the achievement of this aim, examines the elementary concepts of private limited societies, such as the notion of legal personality associated with collective entities; the main characteristics of this type of company; and successively the legal-factual assumptions necessary for the characterization of the tie in a resolution of members. Once the deliberative tie has been established, the legislative options on the topic will be decided, directing the study to the legality of the vote "per head", provided for in §2 of art. 1,010, as a decisive factor of the corporate deadlock. For the purpose of this purpose, it carries out the analysis of the legal regulation applicable to limited companies, as well as of the majority system of deliberations based on the systematic investigation of the norms that govern this type of company, always dialoguing with the legal titles of simple companies and corporations, of additional applicability. As a corollary of this analysis, it verifies the departure from the subsidiary nature attributed to the norm by virtue of art. 1.072, which brings the device within the scope of limited company rules and, consequently, gives legality to its direct impact on the resolutions of partners that remain tied. This time, it is concluded by the legality of the immediate application of §2 of art. 1,010 to the resolutions of members that remain tied, except those requiring a qualified majority quorum, regardless of the supplementary rule adopted for the limited company, with the question of the deliberative impasse and its respective tie-breaking criterion remaining sufficiently regulated.