The new era of shareholder agreements in limited liability companies: what could change with the Civil Code Reform (PL 4/2025)

In Brazil, Limited Liability Companies (Sociedades Limitadas) represent the vast majority of businesses. However, for decades, they have, in some aspects, lived in the shadow of the Corporations Law (Law 6.404/76) regarding advanced governance. One of the most critical points of this dependence is the shareholders’ agreement.

With the processing of Bill No. 4 of 2025, which reforms the Civil Code, Brazilian corporate law is moving towards giving limited liability companies greater autonomy and legal security.

The current legislative vacuum

Currently, the 2002 Civil Code is silent on shareholder agreements. For an agreement to be valid, without any form of discussion in a limited liability company, companies resort to article 1,053, sole paragraph, which provides for the supplementary governance of the Corporations Law. Without this, there is a risk that the agreement will be considered a mere informal contract, potentially only generating compensation in case of non-compliance, a priori, without the power to annul a vote in the company.

The solution proposed in the bill, article 1.053-A

Bill 4/2025 introduces a provision that incorporates the principles of shareholder agreements into the Civil Code.

Article 1,053-A. It is lawful to enter into a shareholder agreement to regulate the purchase and sale of shares, the right of first refusal to acquire them, the exercise of voting rights, or the power of control.

• • 1. When a shareholders’ agreement is filed at the company’s headquarters, it binds the signatory shareholders and the company itself, and the resulting obligations are subject to specific performance.

• • 2. The chairman of the meeting or assembly of partners shall not count any vote cast in violation of a duly filed partners’ agreement, and the affected partner may request the annulment of any resolution adopted in disagreement with the agreement.

 

The 3 Pillars of Change (as explained)

The committee of legal experts that drafted the preliminary bill based the change on three urgent needs of the Brazilian market:

1. 1. Real and corporate effectiveness

The major innovation is specific performance. This means that if a partner has committed to voting in a certain way or to selling their shares in a specific situation ( Buy-Sell or Drag-along clauses ), the judge can issue a decision that overrides the debtor’s wishes. It’s no longer just a matter of compensation for damages; the agreement must be fulfilled according to its terms.

2. 2. The power of the chairman

Paragraph 2 confers upon the chairman of the assembly the duty to block any vote that violates the filed agreement. This prevents occasional majorities from breaking long-term pacts, providing stability to management and protection to minority investors.

3. 3. End of dependence on the supplementary governance of the Corporations Law.

Many limited liability companies do not want the complexity of the Corporations Law. With the reform, even if the articles of association are strictly governed by the Civil Code, the shareholders’ agreement will have its validity guaranteed by its own law.

If the shareholders’ agreement is incorporated into the Civil Code, it will be a victory for entrepreneurship and for the governance of limited liability companies; the novelty will reduce legal uncertainty and litigation costs. The focus shifts from the discussion about the validity of the instrument to the sophistication of its clauses.

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Our Corporate Law and Capital Markets team continues to monitor the progress of the Bill and is available to assist companies and investors in reviewing and drafting shareholders’ agreements. #CorporateLaw #Investors #Shareholders’Agreement #CivilCode #PL4/2025