In the Appeal, the STJ ended up recognizing the partial dissolution of a certain company based on just cause for the exclusion of a certain partner.

The reason for the exclusion of the partner was validated by the STJ: serious misconduct by the excluded party.

In the case in question, serious misconduct was recognized due to the fact that the excluded party had made irregular withdrawals of financial resources from the company’s cash under the pretext of profit distribution, but without observing the quorum provided for in the Articles of Association, which required prior approval of partners representing 90% of the company’s capital.

Such judgment only gives more emphasis to the importance of the rules included in the Articles of Association of companies, and the need to review them from time to time, precisely to adapt them to the practices of the partners, or to adjust the conduct of the partners in the Shareholders’ Agreement, always with the aim of preventing conflicts.