É possível retirar um sócio da administração da sociedade?

Summary

This video discusses how to remove a partner from the management of a limited liability company (sociedade limitada) in Brazil. It explains the steps involved: first, convening a general meeting of shareholders to vote on the removal of the administrator, with approval required from shareholders holding more than half of the capital. The same quorum applies for appointing a new administrator. After the decision, the minutes of the meeting must be signed by the partners and registered with the commercial registry to be legally effective. The video also highlights the possibility of having legal representation without physically attending the meeting.

Takeaways

• 😀 It is possible to remove a partner from the management of a limited liability company in Brazil, but specific steps need to be followed.
• 😀 The first step is for the partners to call a general meeting of partners to discuss and vote on the removal of the administrator.
• 😀 The decision to remove the administrator requires approval from partners holding more than half of the company's capital (50% + 1).
• 😀 It is important to note that the approval is based on the amount of capital held by the partners, not the number of partners.
• 😀 If the partnership agreement allows, there may be different requirements for the voting process or the removal of an administrator.
• 😀 The same quorum (50% + 1) applies for appointing a new administrator in the meeting.
• 😀 After the assembly, the decisions must be documented in the meeting minutes and signed by the partners.
• 😀 The minutes of the assembly need to be registered with the commercial registry to become legally effective.
• 😀 Partners can have their attorneys present at the meeting with specific powers of attorney, and they don’t necessarily need to attend in person.
• 😀 The speaker also mentioned a previous video discussing company management, which could be useful for those interested in more details.

Q & A

Can partners remove another partner from the management of a limited liability company (sociedade limitada)?

Yes, partners can remove another partner from the management of a limited liability company, but they need to follow a specific procedure outlined by law.

What is the first step in removing a partner from the management of a limited liability company?

The first step is to call a general assembly of the partners to discuss the removal of the administrator.

What must happen in the general assembly to remove a partner from the management?

In the assembly, the partners must vote on the removal of the administrator, and it requires the approval of partners who hold more than half of the capital social (capital stock).

How is the majority required for the vote on the removal of an administrator calculated?

The majority is calculated based on the capital social (capital stock), not the number of partners. Specifically, more than 50% of the capital social must approve the removal.

Is the vote based on the number of partners or the amount of capital social?

The vote is based on the amount of capital social, not the number of partners in the company.

Is it necessary to have a specific quorum for the appointment of a new administrator?

Yes, the same quorum (more than 50% of the capital social) is required for the appointment of a new administrator.

What must happen after the assembly decision to remove a partner from management?

After the assembly decision, the minutes must be signed by the partners and filed with the commercial registry for the decision to take legal effect.

Can partners be represented by lawyers in the general assembly?

Yes, partners can be represented by lawyers who have specific powers of attorney, and their physical presence is not required for the assembly.

What is the importance of registering the assembly’s decisions with the commercial registry?

Registering the assembly’s decisions with the commercial registry is essential for the decisions to have legal validity and take effect.

Do the specific rules for removing a partner from management vary depending on the company's contract?

Yes, the rules for removal can vary if the company’s contract specifies different provisions regarding the procedure or quorum for such decisions.