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Liability that survives the exit: successors, sellers and former partners

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

Leaving Brazil does not end every liability. After a liquidation, unpaid creditors can pursue each former partner up to what it received; closing the CNPJ with taxes open makes partners and managers jointly liable; a seller of quotas answers for two years; a seller of a business establishment stays jointly liable for booked debts for one year and may not compete for five; and buyers and merged successors inherit taxes and labor obligations.

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

Cap on a shareholder's liability to unpaid creditors after liquidation	Amount received in the distribution Civil Code art. 1.110; Lei nº 6.404 art. 218, as of 2026-10-27 · in force
Seller's joint liability for booked debts after selling a business establishment	1 yearsCivil Code art. 1.146, as of 2026-10-27 · in force
Default non compete for the seller of a business establishment	5 yearsCivil Code art. 1.147, as of 2026-10-27 · in force
Days for creditors to object after notice when the seller keeps insufficient assets	30 daysCivil Code art. 1.145, as of 2026-10-27 · in force
Months within which a seller restarting activity makes the buyer's tax liability only subsidiary	6 monthsCTN art. 133 II, as of 2026-10-27 · in force

The rule

1. After a liquidation. Once the liquidation is closed, an unpaid creditor can claim only from each partner or shareholder individually, up to the amount that person received in the distribution, and can sue the liquidator for damages; in an S.A., a shareholder who pays can recover the other shareholders' shares.Lei nº 10.406 of 10 January 2002 (Civil Code), art. 1.110; Lei nº 6.404 of 15 December 1976, art. 218, Civil Code art. 1.110; Lei nº 6.404 art. 218, 2002-01-10 official text · verified 2026-10-27

2. Closing with taxes open. Requesting closure of the company makes owners, partners and managers jointly liable for the taxes of the period in which the taxable events occurred, and closure does not prevent taxes and penalties from being assessed or collected later. Managers, directors and representatives are personally liable for tax obligations arising from acts with excess of powers or in breach of the law, the articles or the bylaws.Lei nº 11.598 of 3 December 2007, art. 7-A §§ 1 and 2 (added by Lei Complementar nº 147 of 7 August 2014); Lei nº 5.172 of 25 October 1966 (National Tax Code), art. 135 item III, Lei nº 11.598 art. 7-A; CTN art. 135 III, 2014-08-07 official text · verified 2026-10-27

3. After a sale of quotas. For two years after the amendment is registered, the selling partner answers jointly with the buyer, toward the company and third parties, for obligations it had as a partner; a partner who withdraws or is excluded answers for prior obligations for two years after registration. A partner admitted to an existing company is not exempt from the company's debts prior to admission.Lei nº 10.406 (Civil Code), Arts. 1.003 sole paragraph, 1.025 and 1.032, 2002-01-10 official text · verified 2026-10-27

4. Labor tail of a former partner. A partner who has left answers subsidiarily for labor obligations of the period in which it was a partner, only in suits filed up to two years after the amendment is registered, after the company and the current partners; jointly if the change was fraudulent.Decreto-Lei nº 5.452 of 1 May 1943 (CLT), art. 10-A, added by Lei nº 13.467 of 13 July 2017, Art. 10-A, 2017-07-13 official text · verified 2026-10-27

5. Selling a business as an asset (estabelecimento). A contract to sell, lease or grant usufruct over a business establishment takes effect toward third parties only after it is registered against the seller's entry at the Junta Comercial and published in the official press. If the seller is left without enough assets to pay its liabilities, the sale is effective only if all creditors are paid or consent, expressly or tacitly within 30 days of notice. The buyer answers for prior debts that were properly booked, and the seller stays jointly liable for one year (from publication for due debts, from maturity for the others). Absent express authorization, the seller may not compete with the buyer for five years.Lei nº 10.406 (Civil Code), Arts. 1.144, 1.145, 1.146 and 1.147, 2002-01-10 official text · verified 2026-10-27

6. Tax succession in an asset deal. Whoever acquires a business establishment and continues the activity answers for the taxes of that establishment owed up to the date of the deal: in full if the seller stops the activity, or subsidiarily if the seller carries on or starts a new activity within 6 months. This does not apply to court sales in bankruptcy, or of a branch or isolated productive unit in judicial reorganization, unless the buyer is a partner, a relative or an agent of the debtor.Lei nº 5.172 (National Tax Code), art. 133 with §§ 1 to 3 added by Lei Complementar nº 118 of 9 February 2005, Art. 133 items I and II and §§ 1 and 2, 2005-02-09 official text · verified 2026-10-27

7. Succession through reorganizations. The company resulting from a merger, consolidation or transformation is liable for the taxes owed up to the date of the act by the companies involved; the same applies on extinction when a remaining partner continues the activity under any name. In a spin off with extinction the receiving companies answer jointly for the obligations of the extinct company. On the labor side, changes in ownership or legal structure do not affect employees' rights, and the successor answers for all labor obligations, the predecessor jointly only in case of fraud.Lei nº 5.172 (National Tax Code), art. 132; Lei nº 6.404, art. 233; CLT, arts. 10, 448 and 448-A, CTN art. 132; Lei nº 6.404 art. 233; CLT arts. 10, 448, 448-A, 1966-10-25 official text · verified 2026-10-27

8. Managers who approve unlawful decisions. In a Ltda., resolutions that breach the articles or the law make those who expressly approved them liable without limit; managers who start new business after dissolution answer jointly and without limit.Lei nº 10.406 (Civil Code), Arts. 1.036 and 1.080, 2002-01-10 official text · verified 2026-10-27

Exit route	Who can be pursued	For what	Limit or period
Liquidation closed	Each former partner or shareholder; the liquidator	Unpaid company debts; damages	Up to the amount each received (Civil Code art. 1.110; Lei nº 6.404 art. 218)
CNPJ closure with taxes open	Owners, partners and managers	Taxes of the period of the taxable events	Joint (Lei nº 11.598 art. 7-A § 2)
Sale of quotas	Selling partner	Obligations it had as a partner; labor claims of its period	2 years from registration (Civil Code art. 1.003; CLT art. 10-A)
Sale of a business establishment	Buyer; seller	Booked debts; taxes of the establishment	Seller jointly 1 year (art. 1.146); buyer fully or subsidiarily (CTN art. 133)
Merger or spin off	Successor companies	Taxes up to the act; spin off obligations	CTN art. 132; Lei nº 6.404 art. 233

Who answers after the exit, and for how long (rules cited above).

Worked example

A foreign parent received R$6,000,000 (about US$1,124,733) in the liquidation of its Ltda. A year later a supplier wins a R$800,000 (about US$149,964) judgment against the extinct company. The supplier can collect from the parent up to R$6,000,000, so the full R$800,000 is exposed, and it can sue the liquidator for damages (Civil Code art. 1.110). Had the parent received only R$500,000, its exposure would stop there.
Asset deal alternative: a Brazilian buyer acquires the factory as a business establishment for R$20,000,000 (about US$3,749,110). The contract is registered at the Junta Comercial and published (art. 1.144). The buyer answers for the factory's booked debts, the seller stays jointly liable for one year (art. 1.146), the seller may not compete for five years unless the contract says otherwise (art. 1.147), and if the seller stops operating the buyer takes on the establishment's prior taxes in full (CTN art. 133 I).

Step by step

1. Before distributing, list contingent liabilities (tax assessments, labor suits, supplier disputes) and decide whether to settle, provision or hold back part of the proceeds.
2. In a share sale, negotiate indemnities, escrow or price retention matching the two year tails (Civil Code art. 1.003; CLT art. 10-A).
3. In an asset deal, register and publish the contract (art. 1.144), notify creditors if the seller keeps few assets (art. 1.145) and agree the non compete period expressly (art. 1.147).
4. Close the CNPJ only after taxes are paid or settled; otherwise accept that partners and managers become jointly liable (Lei nº 11.598 art. 7-A § 2).
5. Keep the books and contracts for the limitation periods and name in the distrato who keeps them (DREI IN 81 Annex IV).
6. Keep a Brazilian contact or attorney able to receive service after closure, so claims are not judged by default.

Common traps

Distributing everything at once. Each partner's exposure to unpaid creditors equals what it received (Civil Code art. 1.110); a full distribution maximizes the tail.
Asset deal without registration. A sale of a business establishment not registered and published has no effect toward third parties (art. 1.144).
Seller restarting nearby. A seller who starts a new activity within 6 months keeps primary exposure for the establishment's taxes and the buyer becomes only subsidiary (CTN art. 133 II), which buyers price in.
Assuming the non compete is optional. Absent an express authorization, the seller of an establishment may not compete for five years (art. 1.147).
Directors acting beyond powers. Tax liabilities from acts with excess of powers or in breach of law fall on directors personally (CTN art. 135 III).

Sources

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