Company dissolution in São Paulo
Orderly winding-up with liquidation and deregistration, partial dissolution for a partner's exit and judicial dissolution when deadlock cannot be resolved. In person at Avenida Paulista or remotely.
5,0 · 18 Google reviewsDissolving a company is more than closing the doors: it requires liquidation of the assets, payment of debts, distribution of the balance among partners and deregistration (CC, arts. 1.102-1.112). When only one partner wants out — or wants another out — the route is partial dissolution, with assessment of the departing share (CC, art. 1.031). And when deadlock makes the company unviable, judicial dissolution resolves it (CC, art. 1.080-A).
The three routes to close or exit.
- Dissolution and orderly liquidationConsensual winding-up: inventory of assets and debts, liquidation, distribution of the balance and deregistration at the Board of Trade and tax registries.
- Partial dissolutionA partner's exit keeping the company alive: notice, assessment of the departing share and payment — when the contract provides or the exit is justified (CC, arts. 1.029 and 1.031).
- Judicial dissolutionWhen partners cannot agree and the company loses its purpose: an action to dissolve — including the majority-partner case under CC art. 1.080-A.
- Assessment of the departing shareThe value of the exiting partner's interest: calculation method, reference date and monetary adjustment — the point that generates the most litigation. See partner withdrawal and exclusion.
- Partner exclusionRemoving the partner who commits serious breach or makes the operation unviable — exercised under the contract and the law, with expected resistance.
- Defense in dissolutionThe partner who does not want to leave — or wants more to leave: challenging the assessment, the dissolution grounds and the share value.
- Deregistration and residual liabilitiesFormal closure does not erase liabilities: omitted debts and partners' liability after deregistration need provision.
The assessment of the departing share is where dissolution is decided.
A partner's exit and a dissolution resolve into money: what the departing interest is worth. The statute speaks of assessing the share at book value on the resolution date (CC, art. 1.031) — but the articles may set a different method, and the fight over which applies is the core of the litigation.
The valuation method is where the case is won or lost: book value, market value, discounted cash flow or whatever the contract provided. Goodwill, the client base and hidden liabilities enter or leave the calculation depending on the method — and the difference between methods can be orders of magnitude.
Partial dissolution requires proof of justification when the contract does not freely authorize it: serious fault of the remaining partner, incapacity or breach of duties. Without grounds, a unilateral exit can be treated as culpable termination — and reverse who pays.
Irregular deregistration leaves an open trail: omitted tax and labor debts can reach the partners even after closing. Proper winding-up inventories the liabilities before splitting the balance — and documents each step for future defense.
How we run the case.
- Define the routeConsensual winding-up, single-partner exit or judicial dissolution — depending on the level of agreement.
- Inventory assets and debtsAssets, liabilities, pending contracts and tax obligations — the basis of liquidation or assessment.
- Assess the departing shareValuation method, reference date and payment terms for the interest.
- Formalize the exit or closingContract amendment, mutual termination or judgment — with registry deregistration.
- Close residual liabilitiesOmitted debts, guarantees and post-deregistration liability documented.
What to bring to the first conversation.
Documents that speed up the review
The articles of organization, the balance sheets and the debt list are the starting point of any dissolution.
- Articles of organization and amendments
- Latest balance sheets and statements
- List of assets, debts and pending contracts
- Tax and labor clearance certificates
- Each partner's ownership documents
- Correspondence between the partners
- Evidence of the dissolution grounds
- Asset valuations or appraisals, if any
Case review and a written proposal before any step is taken. Informational content under Brazilian Bar Association Rule 205/2021 — it does not replace an assessment of your case.
What clients say on Google.
“From the very start I was looked after exceptionally. The team is attentive and explains every step.”
Amanda M. · Google“Excellent, highly qualified professionals. I highlight the professionalism, the service and the honesty.”
Rita G. · Google“Very polite, patient, always with precise, accurate answers. I recommend them with no reservations!”
Thais T. · GoogleTranslations of real client reviews published on Google.
Who leads this area.
Partner responsible for the corporate practice (OAB/SP 344.334). Postgraduate in Corporate Law (FGV), he works on company formation and restructuring, shareholder agreements, contracts and succession planning. Member of AASP and AIPLA. Fluent in English.
Meet Renato FalchetArticles that go deeper.
Common questions.
What is the difference between total and partial dissolution?
In total dissolution the company ends: liquidation of assets and deregistration. In partial, the company continues and one partner exits — receiving the share assessed at the exit date. Judicial dissolution is imposed by the judge when deadlock makes the operation unviable.
How is the departing partner's share valued?
By the method in the articles of organization or, absent one, at book value assessed on the resolution date (CC, art. 1.031). The real dispute is over method — book value, market or cash flow — and over what enters the calculation, such as goodwill and hidden liabilities.
Can a partner be forced out?
Yes, through exclusion — for serious breach of duties or making the company unviable, under the contract and the law. Exclusion is resisted and requires robust proof; the alternative route is judicial partial dissolution when coexistence has become impossible.
Does dissolving the company erase its debts?
No. Orderly winding-up requires payment or provision of debts before distributing the balance. Omitted debts can reach the partners after deregistration — documented liquidation is the protection.
How long does a dissolution take?
Consensual and organized, weeks to months for liquidation and deregistration. Judicial and disputed, a year or more — litigation usually concentrates on the share assessment and the dissolution grounds.
What if the partners do not agree on closing?
Judicial dissolution resolves the deadlock: once loss of purpose or impossible coexistence is shown — including by a majority of partners (CC, art. 1.080-A) — the judge decrees dissolution with controlled liquidation.
Does the company need to close — or does a partner need to leave?
Send the articles of organization and the latest balance sheets: we assess the right route, the share value and the closing design, with a written proposal.