Being sued shortly after closing a company is a situation that creates uncertainty and raises countless questions for any business owner.
Recently, a business owner sought out Petereit Advogados on an urgent basis after discovering that a bank had filed a collection lawsuit not only against the company, but also against the partners who had provided personal guarantees for the loan.
She had learned of it through a law firm that, using automated tools to identify newly filed lawsuits, had reached out offering its services. Regardless of how the matter came to her attention, the fact remained that she was deeply concerned.
The questions were many: when should a defence be filed? The company had already been deregistered with the Board of Trade. How would the company be served? Could the debt still be negotiated? Could the partners' personal assets be frozen? What would happen to the couple's finances, given that both were partners in the company?
Although many of these answers would depend on a detailed review of the case file, one question deserves the attention of every business owner: what does it actually mean to properly close a company? And what risks arise when this process is not carried out correctly?
Closing a company involves much more than deregistering its CNPJ
This question became even more relevant following a recent decision by the Superior Court of Justice (STJ), in Interlocutory Appeal in Special Appeal No. 3,241,039/SP (AREsp 3.241.039/SP), decided on June 8, 2026.
The case examined whether a company's automatic deregistration for “persistent non-compliance” — arising from failure to file accounting statements with the Federal Revenue Service for more than five years — would be enough, on its own, to automatically add the partners as defendants in an enforcement proceeding.
The STJ upheld its position that this type of deregistration, on its own, does not prove that the company has been permanently dissolved, particularly since it is a situation that can still be corrected.
In other words, not every deregistration represents a proper dissolution of the company. And not every “deregistered” company automatically means its partners become personally liable in a lawsuit.
Closing a company requires planning and strategy
The ruling serves as an important warning for business owners.
Closing a company is not simply a matter of requesting the deregistration of its CNPJ.
A proper wind-down requires method, documentation and strategy. It is necessary to determine the company's assets and liabilities, address outstanding obligations, correctly formalise the corporate acts, comply with tax, accounting and registration requirements and, above all, understand what personal guarantees the partners assumed throughout the company's existence.
When this process is incomplete, informal or disorganised, disputes tend to arise involving irregular dissolution, the redirection of debt collection, the piercing of the corporate veil, and attempts to add the partners to enforcement proceedings.
That is why, before permanently closing a company, it is essential to assess which debts remain outstanding, what asset-related risks exist, and which legal strategy is best suited to reduce the partners' exposure.
Not every lawsuit means there is no solution
In the case of the business owner we assisted, the existence of the lawsuit was a real problem, but it did not mean there were no alternatives.
There are legal, negotiation-based and strategic measures capable of protecting assets, reorganising liabilities and finding viable solutions for each situation.
In certain circumstances, depending on the nature of the debt, the creditor's profile, the debtor's financial situation, the stage of the proceedings and the strategy adopted, it is possible to negotiate significant discounts.
However, these outcomes can never be treated as guarantees or ready-made formulas.
They depend on a combination of factors, such as sound legal analysis, an accurate reading of the debtor's finances, an understanding of the nature of the debt, organised documentation, negotiation strategy and, often, a multidisciplinary approach.
In this specific case, there was one positive factor: up to that point, the business owner had no other significant liabilities, such as tax, labour or supplier debts. This indicated a crisis that was still relatively under control, although it already required immediate action.
Prevention remains the best path forward
Experience shows that many of the problems business owners face could be significantly reduced if the closing of the company were planned from the very beginning.
Every company has its own characteristics, different contracts, specific guarantees and varying levels of asset exposure.
That is why, before closing a company, it is essential to understand every legal implication of that decision.
More than simply dissolving a legal entity, it is about properly closing a business's history — preserving, whenever possible, the wealth built up over the years and reducing the risks that may arise in the future.
Ricardo Petereit
Founding Partner of Petereit Advogados Associados
OAB/RJ 133,676 | OAB/SP 545,686
