The valuation and payment of a withdrawing partner’s stake (apuração de haveres) is the calculation of what a partner who leaves a Brazilian company receives for his or her interest, and the resulting figure is shaped above all by three legal decisions taken before any number is run: the date on which the stake is valued, the method by which it is valued and the form in which it is paid. Two identical companies, with the same partner leaving, arrive at very different amounts depending on those decisions, and that is why the buyout, which the statute designs as a technical operation, is in practice the central dispute of any partial dissolution in Brazil.
The rules on partner withdrawal valuation in Brazil are found in the Civil Code, Articles 1,028 to 1,032, which govern the resolution of the company with respect to one partner and the liquidation of that partner’s quota (membership interest), and in the Code of Civil Procedure (CPC), Articles 599 to 609, which created the action for partial dissolution of a company and fixed, in Articles 605 and 606, the resolution date and the valuation method that apply when the articles of association (contrato social) are silent. On that text the Superior Court of Justice (STJ), Brazil’s highest court for federal statutory law, built a stable line of authority between 2021 and 2025: absent a contractual clause, the special valuation balance sheet (balanço de determinação) governs, and discounted cash flow is unsuitable for valuing the stake of a partner who withdraws. This article follows the three decisions in that order, deals with the foreign partner who exits a Brazilian company, whose departure involves foreign exchange and tax, and describes the procedure through which all of this is settled, by agreement, by arbitration or in court.
The text refers to the sociedade limitada, the Brazilian limited liability company (limitada), which is the form taken by nearly all of the companies concerned, so that in practice the subject is the Brazilian limitada partner buyout. It applies, with the adaptations required by the bylaws, to the closely held corporation (sociedade anônima fechada), whose partial dissolution the Second Section of the STJ has admitted since Divergence Appeal No. 111,294/PR, for loss of affectio societatis, and which Article 599, § 2, of the CPC now provides for the shareholder holding five percent or more of the capital when the corporation is unable to fulfil its purpose.
On which date is the stake valued?
On the resolution date, which the statute fixes according to the cause of the departure and which differs from the date on which the partner stops working, from the date on which the amendment to the articles of association is filed with the Junta Comercial, the state commercial registry where Brazilian companies and their corporate acts are recorded, and from the date of the judgment. Article 605 of the CPC defines it: on death, the date of death; on withdrawal without cause from a company formed for an indefinite term, the sixtieth day after the company receives the withdrawing partner’s notice, a period that comes from Article 1,029 of the Civil Code; on appraisal withdrawal (recesso), that is, the exit of the partner who dissents from an amendment to the articles, a merger or a merger by absorption, the day on which the company receives the dissenting partner’s notice; on withdrawal for cause from a company formed for a fixed term and on judicial expulsion, the date on which the decision becomes final; on out-of-court expulsion, the date of the meeting that resolved it.
The date matters because it freezes the picture. Everything the company owns and owes on that day enters the calculation, and whatever happens afterwards, a contract won, a debt falling due, a crop harvested, stays out. In a company whose value fluctuates, choosing the moment of the notice is choosing the value, and the partner who intends to leave does well to date the notice after examining the company’s calendar; the partner who stays, in turn, should record receipt of the notice with a certain date, because the sixty days run from it. Article 607 allows the judge to revise the date and the method until the court-appointed expert valuation begins, on the judge’s own motion or at a party’s request, which makes the discussion of the date the first battle of the action.
The notice of withdrawal is a unilateral act and requires no acceptance. The partner in a company formed for an indefinite term leaves at will, on sixty days’ prior notice, and the company cannot refuse; what it may do, within the following thirty days, is opt for total dissolution, as the sole paragraph of Article 1,029 allows, a rare hypothesis and generally devoid of interest. The partner in a company formed for a fixed term leaves only by proving just cause in court. For the heirs of a deceased partner, the date is that of death, even if the division of the estate takes time, and the company must value and pay the stake even if probate takes years, with the amount adjusted from the date of death.
Which valuation method applies?
The one set in the articles of association, if there is a clause fixing it; in its absence, the special valuation balance sheet (balanço de determinação) drawn up as of the resolution date, with the assets and rights, tangible and intangible, valued at exit price, and the liabilities determined in the same way. That is what Article 606 of the CPC provides, repeating Article 1,031 of the Civil Code, under which the value of the quota is liquidated on the basis of the company’s net worth position on the resolution date, verified in a balance sheet drawn up specifically for that purpose. The contractual clause prevails because it is the will of the partners expressed before the conflict; the statute steps in only when they said nothing, or when the clause merely repeats the statutory text without choosing anything.
The STJ gave that text a precise meaning. In Special Appeal No. 1,877,331/SP, decided by the Third Panel on 13 April 2021, with the opinion written by Justice Ricardo Villas Bôas Cueva, the Court held that discounted cash flow, a method that values the company by the wealth it is expected to produce in the future, is unsuitable for valuing a withdrawing partner’s stake, because the partner who leaves cannot take along profits he or she will do nothing to generate, and rejected its combined use with the special valuation balance sheet; the criterion is the company’s net asset value. The position was maintained in Special Appeal No. 2,020,490/SP, decided on 21 May 2024, which fixed the special valuation balance sheet as the method whenever the articles are silent or merely reproduce the statute, and reaffirmed in Special Appeal No. 2,063,134/MG, decided on 12 August 2025, again with Justice Cueva as reporting justice, which rejected discounted cash flow even in the face of incomplete accounting and required that any intangibles valued be identifiable. What the case law has consolidated, in the STJ line on discounted cash flow in partner withdrawal cases, is that the special valuation balance sheet is both the criterion and the method: the expert cannot apply it to the physical assets and resort to discounted cash flow for the goodwill (fundo de comércio).
The contractual clause, in turn, has limits. The case law allows the partners to regulate in the articles the method and the form of payment of the stake, as the Fourth Panel recognized in Special Appeal No. 1,904,252/RS, decided on 22 August 2023, but it demands a real balance sheet, physical and economic, and refuses a mere book-value statement; it sets the clause aside, for unjust enrichment, when it refers to the historical value of an old balance sheet for a company whose net worth has multiplied, or fixes a token amount for expulsion. The clause drafted to protect the company from the departing partner is, as a result, the one that generates the most litigation, and the lawyer who designs it must calibrate it to withstand judicial review for reasonableness.
What the withdrawing partner and the company may do, and often do, is agree on a method different from the statutory one outside the proceeding. Valuation by discounted cash flow or by earnings multiples, inadmissible in court, is free in a settlement, and serves as a negotiating reference for both sides: for the partner who leaves, to know what the company is worth as a going concern; for the one who stays, to know what the dispute would cost if the statutory method turned out unfavorable. A negotiation informed by those two references is, as a rule, cheaper and faster than the court-appointed expert valuation.
What goes into the calculation and what stays out?
Everything the company owns and owes on the resolution date, valued at what it would fetch if sold on that day. The special valuation balance sheet is a simulated liquidation: the expert asks how much the partner would receive if the company were wholly dissolved on the resolution date, with each asset sold at its exit price and each debt paid. That sets aside the book balance sheet, which records real estate and machinery at depreciated historical cost, and requires each item to be restated at market value, which in old companies, with real estate bought decades ago, tends to multiply the book net worth.
Intangibles come in, but only those that exist. The trademark, the client portfolio, contracts in progress, licenses, the business location (ponto comercial) and the reputation, which together make up the goodwill (fundo de comércio), are assets of the company on the resolution date and are valued at exit price like any other asset; the STJ, since Special Appeal No. 1,335,619/SP, decided on 3 March 2015, has required that goodwill be included in the valuation, and the combined use of discounted cash flow that this judgment then admitted was superseded in 2021. What stays out is the expectation of future profit, that is, the value the business would produce in the following years through the work of the partners who remain; that value is precisely what discounted cash flow measures, and that is why the method was rejected. The boundary between the intangible that exists and the profit that is expected is the most contested point of the expert valuation, and proof that the client portfolio is under contract, with agreements in force, decides on which side of the boundary it falls.
Liabilities come in entirely, including those absent from the balance sheet. Labor, tax and civil contingencies with a probability of loss, debts owed to partners, guarantee obligations and environmental liabilities are deducted at their estimated value on the date, and it is common for the partner who stays to discover, in the expert valuation, liabilities that the accounting did not recognize and that reduce the amount payable; the reverse also occurs, with excessive provisions booked to depress the net worth, which the expert must strip out.
The partner is also entitled to the profits determined up to the resolution date, under Article 608 of the CPC, including dividends and interest on equity (juros sobre capital próprio) declared and unpaid before that date, and has no claim on what the company earns afterwards. From the resolution date onward, what the partner receives on the value of the stake is only monetary adjustment and interest, contractual or statutory, under the sole paragraph of the same article. The adjustment runs from the resolution date, which, in an action that lasts years, represents a significant share of what will be paid.
How and when is the stake paid, and what changes when the partner is foreign?
Payment is made in the form the articles of association provide and, if they are silent, in cash, within ninety days of the liquidation, as Article 1,031, § 2, of the Civil Code provides and Article 609 of the CPC repeats. The articles may provide for payment in installments, over a longer period, with guarantees or with payment in kind (dação em pagamento), and clauses of that kind are valid as long as they preserve the right; in practice, installment payment is what makes the exit feasible for a company that lacks the cash to pay the restated net worth at once, and negotiating it is as important as negotiating the amount. The capital is reduced in proportion to the liquidated quota, unless the remaining partners make it up, under § 1 of Article 1,031. With the reform of consumption taxation, a stake paid in cash stays outside the new consumption taxes IBS and CBS, because it is the liquidation of an equity interest; payment in kind may constitute a taxable transaction for consideration, assessed at market value.
The partner who leaves remains liable. Under Article 1,032 of the Civil Code, withdrawal, expulsion or death does not release the partner, or the heirs, from corporate obligations incurred before the departure for up to two years after registration of the resolution, and from those incurred afterwards for as long as the registration is pending. Registration of the amendment to the articles with the commercial registry is therefore in the withdrawing partner’s interest, and the settlement should set a deadline for it and bind the company to carry it out; a partner who leaves without that registration continues to answer, including before the tax authorities and the Labor Courts, for the debts of a company that is no longer his or hers.
When the withdrawing partner is a foreign individual resident abroad or a legal entity headquartered outside Brazil, the payment of the stake is a capital repatriation from Brazil that passes through the Central Bank and through a foreign exchange and tax regime of its own. For the foreign partner and its adviser, the exit unfolds in steps that run alongside the valuation itself, and each of them can hold up the money if it is left for the end.
The first step is the Central Bank’s foreign direct investment registry (SCE-IED). The investment that the foreign partner made in the company must be declared to the Central Bank of Brazil in the foreign capital registration system, today the SCE-IED under Resolution BCB No. 278/2022, and the exit is recorded there as a return of capital up to the registered amount and as a capital gain for whatever exceeds it. When the declaration is out of date, which is common in older companies, the remittance is held up until the record is regularized, with the fines for late, incomplete or missing information under Article 66 of Resolution BCB No. 131/2021, grounded in Articles 10 and 20 of Law No. 14,286/2021, the statute governing the foreign exchange market and foreign capital in Brazil. Checking the registry is therefore the first item in any foreign partner exit from Brazil, before the notice of withdrawal is sent. The firm publishes, in Portuguese, an article on setting up a Brazilian subsidiary with a foreign partner, including the registration of the capital with the Central Bank.
The second step is to separate, within the amount payable, what is return of capital, what is capital gain and what is accumulated profit, because it is that separation that determines the tax due and the way the exchange transaction is documented. The return of capital, up to the amount registered with the Central Bank, is the portion the investor brought in and is now taking back. The capital gain of a non-resident follows the rules applicable to residents, under Article 18 of Law No. 9,249/1995, with the progressive rates of fifteen to twenty-two and a half percent of Article 21 of Law No. 8,981/1995, as worded by Law No. 13,259/2016, on the difference between the amount received and the proven acquisition cost, for which the amount registered with the Central Bank is the starting point. The portion of the stake that corresponds to profits declared and undistributed before the resolution date follows the dividend regime, and since 1 January 2026 remittances of profits and dividends abroad are subject to withholding of ten percent at source, under § 4 of Article 10 of Law No. 9,249/1995, inserted by Law No. 15,270/2025, with the exception of results determined up to 2025 whose distribution was approved by 31 December 2025. The exit agreement should state each of the three components separately.
The third step is withholding. The tax on the capital gain is withheld and paid by the acquirer resident in Brazil or by the acquirer’s attorney-in-fact when the acquirer is abroad, and, when it is the company itself that pays the stake, responsibility for the withholding must be defined in the exit agreement with tax advice; the ten percent withholding on the profit component is applied at source by the company that remits it. The foreign partner receives the net figure, so the agreement should set out the gross amount, the withholding and the net remittance.
The fourth step is closing the foreign exchange transaction. The remittance goes through a bank authorized to operate in the Brazilian foreign exchange market, which classifies the transaction by the nature of the funds, return of capital, capital gain or profits, and relies on the SCE-IED record and on the exit agreement to do so; an out-of-date registry stops the transaction at this point, which is why the registry comes first.
The fifth step concerns the partner’s immigration status. A foreign partner who held residence in Brazil on account of the company, under a residence permit as an investor or as an officer, loses the basis of that permit on leaving and must address his or her immigration status on the same timetable as the exit. The company, in turn, when it loses its majority foreign partner, may cease to be treated as foreign for the purposes of the rural land legislation, with the caveat that INCRA examines the corporate chain and the power of control, which, for a company holding rural property, changes the regime for subsequent acquisitions, as described in the firm’s article on rural land and foreign capital in M&A.
How is it resolved: settlement, arbitration or lawsuit?
Most exits are resolved by agreement, and a well-drafted agreement is an amendment to the articles of association that records the resolution date, the method, the amount, the form of payment, the guarantees, the mutual release and the obligation to register. It may adopt any method, including those a judge would decline to adopt, and may be ratified in court to serve as an enforceable instrument. What it should avoid is leaving the amount for later: the clause that refers the valuation to a future expert without fixing the method and the date is the one that reopens the dispute.
When the articles of association contain an arbitration clause, the buyout goes to arbitration, and the clause binds the withdrawing partner even if he or she signed it years earlier. Arbitration is faster and allows the choice of an arbitrator with an accounting background, but it costs more and has the drawback that the arbitral award, to be enforced against a company that fails to pay, needs the courts in any event.
Absent an agreement and an arbitration clause, the route is the action for partial dissolution of a company under Articles 599 to 609 of the CPC, which may be brought by the withdrawing partner, by the heirs, by the company or by the partners who wish to expel another, and may have as its object the dissolution alone, the valuation of the stake alone or both. Once the defendants are served, the company and the other partners have fifteen days to agree to the claim, in which case the judge decrees the dissolution without an award of attorney’s fees and proceeds directly to the valuation; if they contest it, the case follows the ordinary procedure. In the decision decreeing the dissolution or, when the dissolution is undisputed, at the outset, the judge fixes the resolution date, defines the valuation method under the articles or under Article 606 and appoints the expert, and that is the moment at which the amount is decided in practice; revision of the date and the method is available only until the expert valuation begins.
The court-appointed expert valuation is the long and expensive phase. The accounting expert, with a party-appointed expert for each side, draws up the special valuation balance sheet, restates the assets, often with an engineering appraisal for real estate and machinery, and estimates the liabilities; the judge may order the company to deposit in court the undisputed portion of the stake, as Article 604, § 1, authorizes, which gives the withdrawing partner liquidity during the proceeding and gives the company relief from interest on the deposited portion. The judgment ratifies the amount, and payment is made in the form set by the articles or, if they are silent, within the ninety days of the Civil Code, with adjustment from the resolution date; nonpayment opens judgment enforcement against the company’s assets and, in the cases provided for in the Civil Code, against the partners’ assets.
How does the firm handle these cases?
The firm acts for the partner who leaves, for the heirs and for the company that pays, and in each position the work begins with what decides the amount: the reading of the articles of association, the fixing of the resolution date and the choice, or the defense, of the method. Before any notice is sent, the partner who intends to leave receives an estimate of what he or she stands to receive under the contractual method and under the statutory one, with the company’s calendar examined to date the exit, and the company that receives a notice gets the same calculation from the other side, with the liabilities that the accounting leaves unrecorded and that reduce the amount payable.
On that basis, the firm conducts the negotiation and drafts the exit agreement, with the date, the method, the amount, the installments, the guarantees, the release and the registration, and submits it for court ratification when that suits the parties. If there is no agreement, it brings or answers the action for partial dissolution or the arbitration, acts in the fixing of the date and the method, which is where the case is decided, and follows the expert valuation with a party-appointed accounting expert and, where there are real estate or industrial plants, with an engineering expert. In family companies and in groups with several companies, the buyout is coordinated with estate and succession planning, so that the departure of one partner leaves the rest in order.
When the departing partner is foreign, the firm handles the remittance of the stake abroad, with the regularization of the foreign capital record at the Central Bank, the separation between return of capital, gain and profits for tax purposes, the closing of the foreign exchange transaction and, where applicable, the partner’s immigration status and the effects of the exit on the company. Clients are served, in the corporate, business and investment practice, in Portuguese, English, Spanish, French and Italian, in Curitiba or by videoconference, and fees are presented in writing after the initial consultation, with the scope defined for each phase.
Sources consulted on 1 November 2026: Law No. 15,270/2025, withholding at source on profits and dividends remitted abroad; Law No. 14,286/2021, foreign exchange market and foreign capital; Resolution BCB No. 278/2022, foreign capital in Brazil; Chambers, Special Appeal No. 1,877,331/SP and valuation without future profits; Migalhas, net asset criterion in Special Appeal No. 2,063,134/MG; Felipe Cury, the valuation method for a withdrawing partner’s stake and Special Appeal No. 1,877,331/SP; Justen, Special Appeal No. 2,063,134/MG; Murray Advogados, Special Appeal No. 2,020,490/SP and Special Appeal No. 2,223,719/SP; Migalhas, taxation of the amounts paid to former partners in a partial dissolution under IBS and CBS, 27 October 2026; Lerro Margulies, special valuation balance sheet and base date; Cristiane Costa, valuation of a partner’s stake in probate and in partial dissolution; the firm’s article on rural land and foreign capital.
