Direito Civil - Aula #22 - Administração da Pessoa Jurídica (É isso!)

Summary

The script explains the administration of a legal entity (pessoa jurídica) in Brazilian law, detailing the internal and external functions of administrators. It covers the key duties of administrators, including diligence, loyalty, and information-sharing, and outlines three types of administration: individual, collective, and joint. The script also discusses the importance of an administrator for the legal entity’s existence and representational duties. Without an administrator, a legal entity loses its ability to act, which is why courts can appoint temporary administrators if necessary.

Takeaways

• 😀 Administration of a legal entity (pessoa jurídica) has both internal and external functions.
• 😀 Internal functions of administration include planning, organizing, and directing the entity's operations.
• 😀 External functions involve representing the legal entity since it lacks physical presence.
• 😀 Administrators must adhere to three key duties: diligence, loyalty, and information.
• 😀 Diligence refers to performing tasks carefully and on time, ensuring proper management of the entity.
• 😀 Loyalty requires administrators to prioritize the entity's interests above personal interests, avoiding conflicts of interest.
• 😀 Information duty involves sharing relevant details both internally (with other stakeholders) and externally (when legally required).
• 😀 Administrators must provide active information, such as the balance sheet, even if not explicitly requested.
• 😀 There are three types of administration: individual, collective, and joint.
• 😀 In collective administration, multiple administrators share responsibility, and decisions are made by majority vote.
• 😀 Joint administration requires unanimous decisions among administrators, resembling a jury system in legal proceedings.
• 😀 A legal entity needs an administrator to ensure it has legal representation and can act in its own name.

Q & A

What does 'administration' mean in the context of a legal entity?

In the context of a legal entity, 'administration' refers to the management and direction of the entity. It involves planning, organizing, and leading the operations internally, and also representing the legal entity externally.

What are the two main functions of administration in a legal entity?

The two main functions of administration are internal and external. The internal function includes managing, organizing, and directing the entity, while the external function involves representing the legal entity, especially since it lacks physical presence.

What are the primary duties of an administrator in a legal entity?

The primary duties of an administrator include diligence (carefully performing tasks), loyalty (putting the entity's interest above personal interests), and providing accurate information (both internally to other stakeholders and externally to the public when required).

What is meant by 'diligence' in the role of an administrator?

Diligence refers to performing tasks carefully, making sure that what needs to be done is done correctly and at the right time, without neglect.

What is the importance of the 'duty of loyalty' for an administrator?

The duty of loyalty ensures that administrators prioritize the entity's interests over their own. For example, an administrator should avoid conflicts of interest, such as owning shares in a competitor.

What is the difference between 'active' and 'passive' information duties?

Active information duties involve disclosing required information, such as financial reports, even if not specifically requested. Passive information duties refer to responding to inquiries and not withholding information when asked.

What are the three types of administration in a legal entity?

The three types of administration are individual, collective, and joint. Individual administration involves one person making decisions; collective administration involves multiple people making decisions by voting; joint administration involves multiple people coming to a unanimous decision.

How does 'joint administration' differ from other types of administration?

In joint administration, all administrators must come to a unanimous decision, much like a jury deliberation. This ensures no conflict but requires continuous discussion and agreement.

Why might collective administration be preferred over joint administration?

Collective administration is often preferred because it allows multiple administrators to make decisions by voting, which is generally more practical than requiring unanimous decisions, as in joint administration.

What happens if an administrator is absent or there is a need for a replacement?

If an administrator is absent or the position becomes vacant, the court may appoint a provisional administrator to ensure the legal entity continues to function and represent itself legally.