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Leaving without a buyer: withdrawal, exclusion and appraisal rights

Last verified: 2026-10-27 · Status: Stable

A minority investor who cannot find a buyer can still leave. In a Ltda. of indefinite term any partner may withdraw on 60 days notice and be paid its share of net worth in cash within 90 days, and a dissenting partner may withdraw within 30 days of a major change. In an S.A., dissenters from listed decisions such as a merger or a change of purpose can claim reimbursement within 30 days. The exit leaves a two year tail of liability once the change is registered.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026 (PTAX had moved from 5.0377 on 23 October to 5.5007 on 26 October). Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Notice to withdraw from a Ltda. of indefinite term	60 daysCivil Code art. 1.029, as of 2026-10-27 · in force
Days after the meeting for a dissenting Ltda. partner to withdraw	30 daysCivil Code art. 1.077, as of 2026-10-27 · in force
Days to pay a leaving partner's quota after valuation (default)	90 daysCivil Code art. 1.031 § 2, as of 2026-10-27 · in force
Days to claim reimbursement after publication of the minutes	30 daysLei nº 6.404 art. 137 IV, as of 2026-10-27 · in force
Share of reimbursement paid at once when a special balance sheet is requested	80 %Lei nº 6.404 art. 45 § 2, as of 2026-10-27 · in force
Days from the meeting to pay the balance after a special balance sheet	120 daysLei nº 6.404 art. 45 § 2, as of 2026-10-27 · in force

The rule

1. Withdrawal at will from a Ltda. Besides the cases in the law or the articles, any partner may withdraw: from a company of indefinite term by notice to the other partners at least 60 days in advance; from a company with a fixed term only by proving just cause in court. Within 30 days of the notice, the other partners may choose to dissolve the company instead.Lei nº 10.406 of 10 January 2002 (Civil Code), Art. 1.029 caput and sole paragraph, 2002-01-10 official text · verified 2026-10-27

2. Dissent withdrawal from a Ltda. A partner who dissents from an amendment of the articles, a merger, or the company absorbing another or being absorbed may withdraw within the 30 days after the meeting; if the articles are silent, the quota is paid out under art. 1.031.Lei nº 10.406 (Civil Code), Art. 1.077, 2002-01-10 official text · verified 2026-10-27

3. How the leaving partner is paid. Unless the articles say otherwise, the quota is valued on its paid in amount according to the company's net worth on the date of withdrawal, in a balance sheet drawn up for that purpose, and paid in cash within 90 days of the valuation unless agreed otherwise. Capital is reduced accordingly unless the other partners fund the quota.Lei nº 10.406 (Civil Code), Art. 1.031 caput and §§ 1 and 2, 2002-01-10 official text · verified 2026-10-27

4. Exclusion of a minority partner. Partners holding more than half of the capital may exclude one or more partners who endanger the company through acts of undeniable gravity, by amending the articles, if the articles provide for exclusion for just cause. Except where there are only two partners, exclusion requires a meeting called for that purpose, with the accused notified in time to attend and defend.Lei nº 10.406 (Civil Code), art. 1.085 sole paragraph as worded by Lei nº 13.792 of 3 January 2019; art. 1.086, Arts. 1.085 and 1.086, 2019-01-03 official text · verified 2026-10-27

5. The tail after leaving. Withdrawal or exclusion does not free the partner from company obligations prior to leaving until two years after the change is registered, nor from later obligations, for the same period, while registration is not requested. For labor claims, the withdrawn partner answers subsidiarily, after the company and the current partners, only in suits filed up to two years after the amendment is registered.Lei nº 10.406 (Civil Code), art. 1.032; Decreto-Lei nº 5.452 (CLT), art. 10-A added by Lei nº 13.467 of 13 July 2017, Civil Code art. 1.032; CLT art. 10-A, 2017-07-13 official text · verified 2026-10-27

6. Appraisal rights in an S.A. A shareholder who dissents from creating or disproportionately increasing preferred shares, changing preferred share rights, reducing the mandatory dividend, a merger into another company, joining a group of companies, changing the corporate purpose, or certain spin offs may withdraw against reimbursement of the shares' value. In mergers and group membership the right does not exist for shares with liquidity and dispersion on the market. The reimbursement must be claimed within 30 days of publication of the minutes, even by shareholders who abstained or were absent.Lei nº 6.404 of 15 December 1976, art. 137 as worded by Lei nº 10.303 of 31 October 2001, Art. 137 items I to VI and §§ 1 and 2, 2001-10-31 official text · verified 2026-10-27

7. Reimbursement value. The bylaws may set rules for the value, which can be below book value of the last approved balance sheet only if based on economic value under an appraisal. If the meeting takes place more than 60 days after the last approved balance sheet, the dissenter may ask for a special balance sheet: the company pays 80 percent at once on the last balance sheet and the balance within 120 days of the meeting. If shares reimbursed out of capital are not replaced within 120 days of publication of the minutes, capital is deemed reduced by that amount.Lei nº 6.404, art. 45 as worded by Lei nº 9.457 of 5 May 1997, Art. 45 §§ 1, 2 and 6, 1997-05-05 official text · verified 2026-10-27

Tool	Company type	Trigger	Deadline	Payment
Withdrawal at will	Ltda. of indefinite term	Partner's choice	60 days notice (art. 1.029)	Net worth balance sheet, cash within 90 days (art. 1.031)
Dissent withdrawal	Ltda.	Amendment, merger or absorption	30 days after the meeting (art. 1.077)	Same as above
Appraisal right	S.A.	Matters in art. 136 I to VI and IX	30 days after publication (art. 137 IV)	Reimbursement value (art. 45); 80% upfront plus balance in 120 days with a special balance sheet

Leaving without selling: minority exit tools (rules cited above).

Worked example

A foreign investor holds 30 percent of a Brazilian Ltda. of indefinite term whose net worth in a special balance sheet is R$12,000,000. It gives 60 days notice of withdrawal (art. 1.029). Absent a different rule in the articles, its quota is worth 30 percent of R$12,000,000, R$3,600,000 (about US$674,840), payable in cash within 90 days of the valuation (art. 1.031 § 2). The remaining partners may instead vote to dissolve the company within 30 days of the notice (art. 1.029 sole paragraph). For two years after the change is registered, the investor still answers for prior obligations (art. 1.032).
If the investor holds shares of a closed S.A. and dissents from a merger into another company, it claims reimbursement within 30 days of publication of the minutes (art. 137 IV); if the meeting is more than 60 days after the last balance sheet, it can take 80 percent now and the balance within 120 days on a special balance sheet (art. 45 § 2).

Step by step

1. Check the articles or bylaws: many set a valuation formula, payment in installments, or remove the right to withdraw at will, and the Civil Code defaults apply only if they are silent.
2. Ltda.: serve written notice on all partners (60 days) or, if dissenting, withdraw within 30 days of the meeting; keep proof of delivery.
3. Ask for the special balance sheet at the withdrawal date and review it with your own accountant (art. 1.031).
4. S.A.: file the reimbursement claim within 30 days of publication of the minutes, with proof of holding on the date of the first call notice or of the material fact (art. 137 § 1).
5. Register the amendment reflecting the exit at the Junta Comercial (R$273.55 Ltda. at JUCESP in 2026) and update the partners' list on the CNPJ; the two year tails start running from registration.
6. Report the exit to the Central Bank where needed and remit the payout through an FX contract (Resolução BCB nº 278 arts. 35 and 36).

Common traps

Missing the 30 day window. Both the Ltda. dissent right and the S.A. appraisal right lapse quickly (Civil Code art. 1.077; Lei nº 6.404 art. 137 IV).
Withdrawal can trigger dissolution. The remaining partners may answer a notice by dissolving the company (art. 1.029 sole paragraph), turning a payout into a liquidation.
Fixed term companies. Withdrawal at will is unavailable in a Ltda. with a fixed term; the partner must prove just cause in court (art. 1.029).
Listed shares. In mergers and group membership, shareholders of liquid and dispersed classes have no appraisal right (art. 137 II).
Unregistered exit. Until the change is registered, the leaving partner keeps answering even for new obligations (Civil Code art. 1.032).

Sources

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