How does the entry of heirs into a company work?

Certainly, the moment of death is a difficult situation in any context, be it family or professional. Obviously, everyone knows that this episode has repercussions in the legal sphere. I will show how this situation affects companies, which is by far the most used corporate type in our country. Although limited liability companies have a wide range of articles in the Civil Code, there is no single specific provision that governs what happens in the event of the death of one of the partners. As in the absence of specific rules for limited companies, the rules for so-called simple companies apply. In the event of the partner's death, in theory we have three distinct alternatives: either a criterion is adopted in the social contract, or the company is dissolved completely, or even the heirs are agreed to join. In terms of planning, it must be said that the complete dissolution of the company is the least adopted hypothesis, since it does not make much sense to put an end to a completely healthy business through the death of one of the partners.



Obviously this is a complicated time, but companies were created to survive despite their partners, so closing down their activities has little practical application. With regard to the hypothesis of agreeing with the heirs to replace the deceased partner, some care must be taken. Especially when we are faced with societies in which Europe Mobile Number List the technical and personal element is very strong, as in the vast majority of startups. It is quite possible to think of the situation in which the partners do not even know each other's heirs, which would make the situation of the heirs entering the company a strange fact, to say the least. This is because the heirs may not have the same qualities or intentions as the partner who died and this will make the bond and coexistence with the surviving partners a separate challenge. We know that starting a business in Brazil is already difficult enough and it must not be pleasant to increase these challenges.







Finally, deciding in the social contract how the situation will be resolved, in our humble opinion, ends up being the most healthy situation, as it requires the partners, at least in theory, to dedicate themselves to debating the matter. In companies with a strong personal element among the partners, we believe that the best solution is to leave the choice about whether or not the heirs will join the company to the remaining partners. It is important to highlight that the hypothesis of “leaving the heirs empty-handed” is not defended, especially because if it is decided not to join them, the amounts relating to the shares must be paid in full. The partners have ample room to debate and decide what best meets the company's purposes with regard to the succession of the deceased partner. Although it is a delicate topic to deal with, it is still better to prevent than to deal with the problem by surprise. Think about it.