The ministers of the 2nd Panel of the Superior Court of Justice (STJ), unanimously, granted the special appeal (REsp 1224017/PR) and decided that a former partner of a company in the state of Paraná that was irregularly closed should not be held liable for the company's debts with her personal assets.
The Court of Justice of the State of Paraná (TJPR) had decided, in the second instance, that the former partner should be held liable. The ministers of the STJ, however, understood that she, despite having exercised management at the time of the event generating the unpaid tax, regularly withdrew from the company before its irregular dissolution and, therefore, should not be held liable for the debts.
This was precisely the issue decided by the ministers of the 1st Section of the STJ on November 24, 2021, in the judgment of Theme 962 of the systematic repetitive appeals. At the time, the panel unanimously decided that the partner who managed the company at the time of the event giving rise to the unpaid tax, but who regularly left the company before the irregular dissolution, should not be held liable for the company's tax debts.
A company is irregularly closed, for example, when the partners close the doors without paying taxes and without registering the legal entity at the notary's office. Furthermore, according to Summary 435 of the STJ, a company that changes its address without notifying the public administration is presumed to have been irregularly dissolved.