Controle e tratamento de quóruns deliberativos em sociedades limitadas: uma análise comparativa entre a legislação brasileira e o Uniform Limited Liability Company Act, à luz dos princípios da Constituição Federal de 1988

Abstract

This work aims to analyze the aspects related to the control and treatment, by the brazilian legislation, of deliberative quorums of the limited liability companies, considering in what ways the legislation is effectively influenced by the constitutional principles, and the effects of the said legislation in the possibilities to the brazilian entrepreneur for structuring the internal aspects of limited liability companies with regard to voting and control. This analysis starts from historical aspects that permeate the nature of the brazilian limited liability company and has as a point of comparison the current wording of the Uniform Limited Liability Company Act, as legislation that rules limited liability companies, through the perception of the different forms of dealing with quorums between countries and the United States being a country of rise in the use of LLCs in recent decades. The work considers the need to safeguard the contractual freedom, essential to the corporate type, as a way of putting constitutional principles into effect, while it is understood that there is a protective intention that is not fully implemented in the existing limitations. It is concluded that in a scenario of possible economic and social disparities between the parties to the contract, in this case, the partners, it is positive the existence of legal criteria that guarantee the prevalence of the interest of the voting majority, but it is potentially harmful the necessity of this voting majority also owns a certain percentage of the share capital.