Maria Eduarda X. Soares and Heloísa Nogueira
The Superior Court of Justice (STJ) reaffirmed the limits of the proceeding to disregard legal personality (IDPJ) when ruling on Special Appeal No. 1.792.271/SP. The court's Fourth Panel held that “Children who receive donations from their parents cannot be directly targeted by the piercing of the corporate veil....recommending, in similar cases, the filing of a *Paulian action* [revocatory action] as the appropriate legal instrument to investigate potential fraud against creditors.
The dispute arose from enforcement proceedings initiated by a financial institution against companies owned by a businessperson and their spouse. During the proceedings, the creditor requested that the enforcement be redirected to include the couple's children as defendants, arguing that they had benefited from donations of assets and funds in an attempt to shield the family's wealth.
The trial court judge granted the request and applied the Incident of Disregard of Legal Personality (IDPJ) to reach all companies in the family group, as well as their partners—the couple—and their two children, even though the latter were not partners and had no legal connection to the companies involved in the lawsuit. However, the São Paulo Court of Justice (TJSP) decided to limit liability to assets acquired after the debt was incurred, reasoning that donations made prior to that time would be considered fraudulent.1
During the hearing of the appeal filed by the children, the reporting Justice, Antônio Carlos Ferreira, explained that Article 50 of the Civil Code, which addresses the piercing of the corporate veil, does not authorize holding liable individuals who are not part of the company's corporate structure.. This applies even when such persons benefit from the actions of the debtor partner.
In the reporting Justice's assessment, what the TJSP (São Paulo Court of Justice) effectively did was to recognize a fraud against creditors without observing the proper procedural requirements, which mandate the filing of a specific lawsuit known as the *ação pauliana* (Articles 158 to 165 of the Civil Code). This type of action specifically seeks to invalidate legal acts that harm creditors—such as donations that raise suspicions of bad faith.
“Even if it is established that the partner affected by the piercing of the corporate veil acted fraudulently against creditors to the benefit of third parties—even family members—the legal mechanism of piercing the corporate veil does not authorize reaching the assets of those third parties.“
– Justice João Otávio de Noronha
Justices Isabel Gallotti and João Otávio de Noronha also aligned themselves with the reporting Justice's vote, consolidating the majority view. Both highlighted that the issue at hand did not involve the misuse of the corporate entity itself, but rather an alleged diversion of assets. They further stated that such a diversion must be investigated through appropriate legal channels, ensuring the right to an adversarial process and a full defense, in accordance with the Constitution.
Conversely, Justices Marco Buzzi and Raul Araújo argued in favor of the possibility of extending the *Incidente de Desconsideração da Personalidade Jurídica* (IDPJ)—the procedural mechanism for piercing the corporate veil—to third parties, reasoning that the asset transfers suggested dishonest conduct by the partner aimed at concealing assets and harming creditors.
Despite this disagreement, the prevailing view was that the IDPJ mechanism should not serve as a means to facilitate the seizure of third-party assets. Imposing liability on family members or other individuals who are not partners requires adherence to the appropriate legal process, utilizing the proper legal remedies for such actions.
The STJ ruling underscores the importance of clearly distinguishing between personal and business assets and rejects the indiscriminate use of the Incident of Disregard of Legal Entity (IDPJ) to reach the family members of debtor-partners, even if they benefited from gratuitous transfers.
For creditors, the decision clarifies the necessity of following proper legal channels—such as filing a *pauliana* action (revocatory action) or a claim for fraud against creditors—rather than improperly resorting to the IDPJ to attempt to collect what is owed.
For business families and family-owned corporate structures, the case highlights the importance of well-documented, transparent estate planning carried out at the right time with specialized legal support capable of structuring transactions to ensure security and prevent potential litigation.
Take note! Charting the appropriate legal path is crucial for the success of a debt collection action, as well as for protecting your family's assets and the arrangements made in succession planning. In such situations, it is essential to have a qualified legal team capable of guiding the adoption of secure structures and weighing the best legal strategies for your specific case and circumstances.
STJ – REsp 1.792.271/SP | DJe April 1, 2025
MIGALHAS. STJ rules against applying IDPJ to children of an entrepreneur facing enforcement proceedings who received assets. Migalhas, São Paulo, April 1, 2025. Available at: https://www.migalhas.com.br/quentes/431700/stj-afasta-idpj-de-filhos-de-empresario-executado-que-receberam-bens. Accessed on: July 22, 2025.
VITAL, Danilo. STJ rules that the Incident of Disregard of Legal Entity (IDPJ) does not extend to children who benefited from the diversion of partners' assets. Consultor Jurídico – ConJur, São Paulo, June 2, 2025. Available at: https://www.conjur.com.br/2025-jun-02/idpj-nao-alcanca-filhos-beneficiados-por-desvio-patrimonial-dos-socios-diz-stj/. Accessed on: July 22, 2025.
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