The Superior Court of Justice has resumed a central debate in Civil and Corporate Law: what elements are truly necessary to initiate the incident of piercing the corporate veil (IDPJ).

The matter is being addressed under Theme 1.210, which follows the procedure for repetitive appeals and will result in a binding precedent. The case was suspended following a request for review by Justice Nancy Andrighi.

The reporting Justice, Raul Araújo, proposed the consolidation of the Major Theory of disregard, according to which only situations involving abuse of legal personality — such as misuse of purpose or asset commingling — justify holding shareholders personally liable. According to his vote, the mere absence of attachable assets or the irregular closure of the legal entity, whether isolated or combined, are not sufficient to initiate the incident.

Justice Nancy Andrighi, however, expressed concern about the risk of encouraging evasion of responsibility. She indicated that the combination of these two objective factors could be enough to open the incident and allow for the production of evidence in court.

This divergence highlights a key tension:

• How can we prevent corporate abuse without undermining the patrimonial autonomy of companies?
• Where is the line between protecting creditors and preserving economic activity?

The final decision will have direct implications for corporate risk management, civil litigation, and governance strategies for businesses across the country.

The Business Law and Civil Litigation team at PDK Advogados is closely monitoring the case and its developments to provide reliable and up-to-date analysis on regulatory and jurisprudential impacts.