STJ Ruling No. 1,210 – Limits on the Piercing of the Corporate Veil

On May 7, 2026, the Second Section of the Superior Court of Justice (STJ) concluded its ruling on Repetitive Issue 1,210, which established the requirements for applying the doctrine of piercing the corporate veil in civil and business law matters.

Under Article 50 of the Civil Code, the piercing of the corporate veil presupposes an abuse of legal personality, characterized by a deviation from the entity’s purpose or by commingling of assets. Misuse of purpose refers to the use of a legal entity for the purpose of harming creditors and for the commission of unlawful acts of any nature; commingling of assets, in turn, consists of the lack of separation between the assets of the corporation and those of its partners or managers, in the cases provided for in paragraph 2 of the aforementioned provision.

It is, therefore, an exceptional measure. The rule is the preservation of asset autonomy between the corporation and its shareholders or directors. Article 49-A of the Civil Code itself recognizes this autonomy as a lawful instrument for the allocation and segregation of risks, established with the purpose of stimulating business ventures, job creation, tax revenue, income, and innovation.

In the civil-business sphere, the so-called “Major Theory of Piercing the Corporate Veil” applies: extending a corporation’s obligations to the personal assets of its shareholders or directors requires proof of the requirements set forth in Article 50 of the Civil Code. The “Minor Theory,” provided for in special legal regimes such as consumer law and environmental law, relaxes these requirements and may permit the piercing of the corporate veil regardless of whether a misuse of corporate purpose or commingling of assets is demonstrated, provided that the specific prerequisites of the applicable special legislation are met.

In this regard, by a majority vote, the 2nd Section of the STJ established the following legal principle: “In legal relationships under Civil and Business Law, the piercing of the corporate veil requires effective proof of abuse of corporate status, characterized by a deviation from the company’s purpose or by commingling of assets, as required by Article 50 of the Civil Code (broad theory), and the mere absence of attachable assets and/or the irregular termination of the business entity’s activities is insufficient.”

In the opinion of the Reporting Justice, Minister Raul Araújo, it was emphasized that the Court already had established case law to this effect, a position also supported by legal doctrine and by the very wording of Article 50, which does not provide for the absence of attachable assets or the irregular termination of activities as independent grounds for piercing the corporate veil.

Justice Nancy Andrighi issued a partial dissent. In her opinion, she held that the irregular dissolution of a corporation—without following the procedures for dissolution and liquidation—constitutes significant evidence of a breach of corporate autonomy and justifies a relative presumption of commingling of assets and, consequently, of abuse of legal personality. In this case, there would be a reversal of the burden of proof, requiring the partners to rebut the presumption by demonstrating a legitimate reason for the irregular dissolution.

The dissenting opinion, however, did not prevail, and by a majority of 4 to 3, the Second Section concurred with the Reporting Judge’s opinion and approved the repetitive thesis.

From a practical standpoint, this precedent reinforces the asset autonomy and predictability inherent in limited-liability corporate entities. The STJ made it clear that the absence of attachable assets or the irregular termination of operations, considered in isolation, do not substitute for the effective demonstration of misuse of corporate purpose or commingling of assets. As this is a qualified precedent, the legal principle established in the repetitive appeal must be observed by judges and courts, pursuant to Article 927, III, of the Code of Civil Procedure. Piercing the corporate veil thus remains an exceptional measure, not an automatic mechanism for satisfying a claim.

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[1] REsp No. 1,873,187/SP and REsp No. 1,873,811/SP, Reporting Justice Raul Araújo, Second Section, decided on May 7, 2026, DJEN of June 1, 2026.