A necessidade da outorga do cônjuge na cessão de controle da empresa
Autor | Robson Zanetti |
Cargo | Advogado. Doctorat Droit Prive Université de Paris 1 Panthéon-Sorbonne. Corso Singolo Diritto Privato Universitá degli Studi di Milano |
O presente artigo certamente que será objeto de discussão, porém, cremos que um posicionamento sobre esta questão possa servir de marco inicial para sabermos se a transmissão de quotas sociais necessita ou não da outorga uxória ou marital.
Uma vez que as partes sociais constituem bens em comunhão o cônjuge do cedente deve dar seu consentimento a cessão. Sem este consentimento, o cedente não pode perceber os capitais provenientes da cessão.
A aquisição das partes sociais é realizada mediante bens em comunhão, o esposo que adquire as partes sociais deve, sob pena de nulidade, advertir seu cônjuge e justificar desta informação no ato de aquisição.
No caso de cessão de partes sociais comuns, mas não em caso de cessão de ações comuns, o consentimento dos dois cônjuges é requerido sob pena de privar o ato de cessão de todo efeito perante o cônjuge excluído da formalização do contrato de cessão; um esposo casado sob o regime de comunhão não pode então ceder só as partes sociais sem o consentimento de seu cônjuge; o cessionário deve se informar...
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