STJ Establishes Guidelines for Dissenting Partner Compensation


The 4th Panel of the STJ (Superior Court of Justice) determined, in the judgment of RESP No. 1,904,252/RS, that future company profits should not be considered in the amount to be paid to a departing partner, except for explicit contractual provisions. This decision marks an important milestone for closely-held companies, consolidating the calculation methodology for the remuneration of dissenting partners.

This decision is relevant in the business environment, where conflicts among partners are common and often result in legal disputes over the compensation due to the departing partner. The uniformity of the decision among the STJ panels dealing with this matter minimizes the chance of discrepancies and prevents the issue from advancing to the special court’s analysis.

In the case under review, the application of the “discounted cash flow” method, which considers the present value of future profits, was rejected. This approach is often used to assess the economic value of a company, but according to the precedent set by the 4th Panel of the STJ, it may not be applicable in businesses where future profits are uncertain, such as those highly dependent on the knowledge or clientele of the dissenting partner.

The decision clarifies that, to determine the amount due to the dissenting partner, one should first refer to what is stipulated in the social contract. If the contract does not specify the calculation method, the net assets shall be applied, following the rules of the Civil Code and the Code of Civil Procedure. The value of the company’s assets and liabilities must be assessed at market prices on the date of dissolution of the partnership.

This understanding provides greater legal certainty to the business sector, ensuring that social contracts will be honored and that, in the absence of a specific clause, an objective criterion will be used, thereby reducing significant uncertainty in second-instance decisions.


Stay updated on the latest news and bulletins in the tax and corporate sectors.

    By providing my data, I agree to the Privacy Policy.