The Fourth Fase of the Societary Dissolution

Abstract

The extinction of a legal entity is the result of a corporate dissolution procedure, led by dissolutory theory that permeates the Brazilian legal system, this procedure is comprised of four stages (or phases), namely: a) dissolution, b) liquidation, c) extinction and d) enforceability of obligations after the extinction of the company. The fourth stage was initially unveiled by research carried out by Fran Martins, although, however, much of the Brazilian doctrine to date disagrees with the existence of this last stage. This time, in this article, we investigated the technical understanding of each of the phases / stages of the dissolution procedure in order, at the end, to analyze the technical figure of the fourth phase using the Bankruptcy Law as a paradigm (Law No. 11,101 / 2005). From our study, using the dogmatic Kelsenian jus-positivist methodology, it is possible to demonstrate in a precise and unquestionable way the technical conclusion of the legal existence of this fourth phase, which is fundamental in the complete understanding of the legal institution of the dissolution-procedure. Naturally, we do not forget the disagreements on the subject, as well as the need to allocate research on the theoretical and practical consequences of the conclusion of the existence of the fourth phase in the dissolution-procedure, that is, the requirement of obligations even after the person's "retirement". in the competent registry body.