Brazil legal developments regarding corporate debt and liability

Several legal developments in Brazil are addressing corporate debt, liability, and recovery processes. The Superior Tribunal de Justiça (STJ) has clarified that a company's financial difficulties alone do not justify the piercing of the corporate veil to reach partners' personal assets. Under Article 50 of the Civil Code, such action requires proof of abuse, such as purpose deviation or the commingling of personal and corporate assets.

In a separate matter, the STJ is deliberating whether a tax transaction between a debtor and a public entity releases a bank acting as a guarantor from its obligations. This case involves administrative fines applied by Anatel to the telecommunications company Oi, which were renegotiated as part of its judicial recovery process.

Additionally, a bill (PL 3068/26) is under discussion in the Chamber of Deputies to simplify judicial recovery for small businesses with debts up to R$ 1.6 million and a maximum of 40 creditors. The proposal aims to reduce bureaucracy and costs by allowing companies to use standardized recovery plans and deferring court costs until the end of the procedure.