Dissolution of a company and assessment of the departing partner's interest: how to leave a business and calculate the value of your share?

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Companies, like the relationships that give rise to them, can come to an end — at least for one of the partners. One wants to take a different path, another passes away, a third seriously fails to perform their obligations. When this happens, two central questions arise: does the business have to end? And how much is the share of the departing partner worth?

A partner’s departure does not necessarily require closing the business. Brazilian law permits partial dissolution, which ends that relationship and may preserve the company. This guide mainly concerns Brazilian limited-liability companies governed by the Civil Code; other company types require their own rules to be checked. The sensitive issue is often apuração de haveres, or valuation of the departing interest, examined below through its cause, date, method and an illustrative example.

What is the partial dissolution of a company?

Partial dissolution is the departure of a partner without winding up the company: the company is dissolved only with respect to that partner and continues to exist with the remaining ones. It is a direct application of the principle of preservation of the business — the idea that the business, with its jobs and its economic function, should be preserved whenever possible, even when a partner leaves.

It is distinguished from total dissolution, in which the company is wound up (liquidated). The causes of partial dissolution are set out in the Brazilian Civil Code:

• Death of the partner (article 1,028), subject to alternatives such as different contractual terms, dissolution chosen by the remaining partners or agreed replacement by heirs;

• Voluntary withdrawal (article 1,029): for an indefinite-duration company, at least 60 days’ notice to the other partners; for a fixed term, just cause proved in court, without prejudice to other statutory or contractual grounds;

• Judicial exclusion for serious misconduct (art. 1,030);

• Out-of-court exclusion by the majority, when provided for in the articles of association (art. 1,085).

Where liquidation of the interest is required, the amount attributable to the partner or successors must be determined. A positive balance is not assumed: losses, liabilities and other legally relevant items affect the outcome. Following death, continuation with heirs or another article 1,028 alternative means that every case does not automatically lead to a cash-out.

What is the assessment of the departing partner's interest (apuração de haveres)?

Apuração de haveres calculates the interest to be liquidated following a partner’s departure or death, where applicable. It can affect company cash flow and the departing partner’s or successors’ rights. Assets, losses and liabilities must be considered; the valuation does not guarantee a positive sum to receive.

Article 1,031 of the Brazilian Civil Code uses the company’s financial position at the legal termination date unless an applicable contractual provision establishes otherwise. The date depends on the reason for departure and CPC article 605, not necessarily the claim’s filing or completion of the expert report. Where the contract is silent, CPC article 606 requires a special valuation balance sheet: tangible and intangible assets at exit prices, with liabilities assessed on the same basis. Ordinary book figures alone are insufficient; the relevant business assets must be identified and valued correctly.

How is the value of the departing partner's stake calculated?

Where the contract provides a method, assess its validity, scope and application under the law, good faith and rules against abuse. Coordination with the partners’ agreement reduces uncertainty but does not bar challenges to invalid terms or inaccurate results. A negotiated sale of an interest is not automatically governed by the same default valuation method used in a dissolution claim.

Where the articles are silent, the special valuation balance sheet measures the relevant assets and liabilities at the legal date. In REsp 2.063.134/MG, decided on August 12, 2025, the STJ reaffirmed that discounted cash flow is unsuitable under this default regime: projected future profits are not added, and missing documents do not justify changing methods. This does not exclude assessable intangible assets or make every negotiated method unlawful. Court expert evidence must explain values, avoid double counting and allow the parties to challenge the assessment.

Can a partner be excluded from the company?

Yes, by two routes, and it is important to know them:

• Judicial exclusion (article 1,030): serious misconduct may support an action initiated by a majority of the other partners. In REsp 1.653.421/MG, the STJ counts an absolute majority of the remaining capital, excluding the interest of the person targeted. A controlling partner can therefore be sued for exclusion. Serious misconduct requires proof; a personal disagreement alone is insufficient.

• Out-of-court exclusion in a limited-liability company (article 1,085) requires a contractual just-cause clause, acts of undeniable seriousness jeopardizing business continuity and the required majority representing more than half the company’s capital. The law calls for a specially convened meeting with timely notice allowing a defense, subject to its specific exception for companies with only two partners. That procedural exception does not remove just cause or the other requirements.

Without a contractual just-cause clause, the specific article 1,085 route is not available merely because a majority wants it. Judicial exclusion may be necessary, with proof of its conditions. Articles and partners’ agreements should address procedure and evidence, without promising automatic removal or assuming every court proceeding costs more and takes longer.

Practical example: a partner leaving Sabor & Cia Ltda

Imagine Sabor & Cia Ltda., a fictional food company in São Paulo with three partners. Marcos decides to leave for another project. The business is profitable and has a recognized brand. The issue is how much his interest is worth and which method supports that amount.

In this example, the articles contain no applicable valuation method. Marcos proposes future-profit projections, while the remaining partners suggest a lower amount. The default rules require a special valuation balance sheet at the legal date, including relevant assets, liabilities and assessable intangibles, without adding future expectations through discounted cash flow. A reasoned expert report permits discussion of the figure; it does not guarantee agreement or an automatically fair result. Earlier agreement on method, payment and security could reduce open issues without eliminating every dispute.

The most common (and costly) mistakes

• Articles of association with no assessment criterion. The silence pushes the discussion of value to the (tense) moment of departure.

• Confusing default valuation with future profits. Under CPC article 606, discounted cash flow is not added to the special valuation balance sheet; the validity of a contractual method is a separate issue.

• Omitting an out-of-court just-cause exclusion clause. The article 1,085 route requires that clause and all other conditions. Otherwise court action may be necessary.

• Ignoring assessable intangibles. They must be valued without omissions or double counting of business assets.

• Failing to document and register departure. The corporate change and payment must be formalized, and continuing liability under Civil Code article 1,032 and special rules must be examined.

Checklist: for a safe partner departure

• Check what the articles of association (and the partners' agreement) provide about departure and assessment.

• Define the cause of the partial dissolution (withdrawal, exclusion, death).

• Establish the base date (resolution date) for the assessment.

• Use the correct criterion of valuation (special valuation balance sheet, where the articles are silent).

• Negotiate the payment terms for the partner's interest (lump sum or in installments).

• Conduct the departure — consensual or judicial — with a Business Law attorney.

Frequently asked questions about dissolution of a company and assessment of the departing partner's interest

What is the partial dissolution of a company?

Partial dissolution ends the relationship with one partner without necessarily closing the entire company. Withdrawal, exclusion and death have separate conditions; on death, Civil Code article 1,028 also provides alternatives such as agreed substitution by heirs. Continuation depends on company type and circumstances. Total dissolution, by contrast, leads to winding-up and termination.

What is the assessment of the departing partner's interest (apuração de haveres)?

Apuração de haveres determines the value of the departing partner’s interest or the interest payable to successors. Where no applicable contractual method exists, Civil Code article 1,031 and CPC article 606 use a special valuation balance sheet at the legal termination date, assessing assets, relevant intangibles and liabilities at exit prices. A positive balance is not guaranteed.

How is the value of the departing partner's stake calculated?

First examine the contractual method, its validity and the legal reference date. In the absence of a governing term, CPC article 606 requires a special valuation balance sheet. Under that default regime, STJ decisions exclude adding projected future profits through discounted cash flow without dispensing with relevant intangible-asset valuation. Court expert evidence must be reasoned and open to challenge; valid negotiated methods require their own analysis.

Can a partner be excluded from the company?

In a Brazilian limited-liability company, judicial exclusion for serious misconduct may be sought by a majority of the other partners. The STJ counts an absolute majority of the remaining capital, excluding the targeted interest. Out-of-court exclusion under article 1,085 requires a just-cause clause, grave acts threatening continuity and the required majority representing more than half the total capital, plus legal formalities. The special meeting and notice allowing a defense are subject to a specific rule for companies with only two partners.

How can I leave a company in São Paulo safely?

Review the articles and partners’ agreement, grounds and date of departure, valuation, payment and security. Formalize and register the necessary acts. A dispute may require a partial-dissolution claim under CPC articles 599 to 609. Advice must consider the represented client and liabilities that may survive departure, without promising to prevent every conflict.

Do I need a lawyer to dissolve a company or assess a departing partner's interest?

A court claim requires legal representation under procedural rules. For an agreed departure, legal advice is particularly useful on grounds, date, valuation, payment and registration. This does not mean every out-of-court corporate act universally requires the same professional approval. The specific requirements depend on the act and applicable regime.

Leaving (or removing a partner) without destroying the business

Partial dissolution may preserve business activity after a partner leaves where continuation is viable. The legal grounds, a supported valuation and payment terms consistent with each party’s rights and duties matter. Merely drafting a clause does not guarantee business survival or freedom from litigation.

Valuing the departing interest requires a consistent method, date and records. Without a different contractual term or agreement, Civil Code article 1,031, paragraph 2, provides for payment in money within 90 days from liquidation of the interest, not from merely sending notice. Specifying method, due dates and security reduces uncertainty while preserving the right to challenge irregularities.

At Falchet e Marques Sociedade de Advogados in São Paulo, we advise on partial dissolution, valuation of departing interests and company law through negotiation or court proceedings. We examine valuation, payment, formalization and continuing effects according to the represented client’s interests and conflict-of-interest rules. Simultaneous representation of opposing interests is not assumed.

Talk to our team on WhatsApp: +55 11 95901-1854 to discuss the records and steps needed to assess a partner’s departure.