Yesterday, at the invitation of a couple of doctor friends, I had the pleasure of visiting the construction site of their future dermatology clinic which, without a doubt, has everything it needs to become one of the leading practices in Barra da Tijuca, here in Rio de Janeiro.
As the conversation went back and forth, we talked about the hardships of doing business in Brazil and, at one point, I recalled a quote from the late businessman Abilio Diniz, who said that two of the greatest challenges in any business are precisely process management and, above all, people management.
And honestly, I have no doubt that people management, in Brazil, is inevitably one of the greatest difficulties any business owner faces day to day.
Not infrequently, difficulties in that area lead to isolated business crises that inevitably end up before the courts through labour claims of all kinds, often filed by former employees once a relationship that had seemed perfectly normal for years ends somewhat less amicably than everyone had imagined.
The numbers do not lie.
According to data published by the JOTA portal, based on the National Council of Justice's “Justice in Numbers” dashboard, roughly 2.1 million new cases were filed with the Labour Courts in the first five months of 2026 alone.
Some of these lawsuits are proceedings to pierce the corporate veil, seeking to reach the personal assets of the company's partners — whether current partners or those who have already withdrawn from the company.
On that note, we obtained a favourable ruling for a client, a partner in this clinic who had formally withdrawn more than 15 years earlier, from the 1st Labour Court of Angra dos Reis, and it illustrates the point well. In the case, after attempts to satisfy the claim against the company failed, proceedings were brought to pierce the corporate veil so that enforcement could reach the personal assets of its partners directly — both current and former.
The ruling ordered three partners to be added as defendants in the enforcement proceedings, recognising that, given the company's insolvency, enforcement could extend to their personal assets.
One of the partners, our client, had his withdrawal formally registered with the Board of Trade in 2010. As the lawsuit was only filed in 2019, the Court found that the two-year statutory period had elapsed and ruled out liability for both.
Article 10-A of the CLT establishes exactly this time limit: a withdrawing partner is liable for labour obligations only in lawsuits filed within two years of the corporate change being registered.
In the case at hand, the existence of that registration was decisive in having our client excluded from the enforcement proceedings, while the others remained subject to collection and, indeed, to the possibility of having their assets frozen electronically through SISBAJUD.
It follows, therefore, that it makes no difference whether you ARE a partner with a 1% or a 99% stake! In labour matters, the Lesser Theory applies (Article 28, § 5, of the Consumer Protection Code), and the company's insolvency alone is sufficient grounds to reach the partners' assets!
Nor does it matter whether you WERE a partner with 1% or 99%! What matters is whether you registered your withdrawal with the Board of Trade more than two years ago, and whether the labour claim was filed within that two-year statutory window set out in Article 10-A of the CLT.
On that note, at least two warnings can be given:
1) A partner intending to withdraw from a company must take steps to ensure that the corresponding amendment to the articles of association is duly registered with the Board of Trade;
2) Keep monitoring, even after leaving, through specific court certificates, any labour claims or corporate-veil proceedings that may seek to impose liability on you;
In short, doing business in Brazil is certainly not for the faint of heart! Sunday evening ended with this couple of doctor friends giving shape to a dream!
So be it! Whatever the risks, including labour risks, this country needs more dreamers!
Ricardo Petereit
August 17, 2026
