Contornos da sociedade limitada unipessoal empresária

Abstract

The scope of this work is to analyze the contours of the single-member limited liability company, within its particularities and how the existing rules in the legal system will apply to it. Furthermore, it will be shown the needs for a future legislative innovation to fill the gaps or the needs of forms of interpretation and solution of problems considering the foreign experience. Despite having already been addressed in previous works, the single-member limited liability company, as inserted in the order by the Economic Freedom Law (Law No.13.874/2019), involve its legal regime in view of its diffident legal discipline. Thus, the study begins with the analysis of legal personality, patrimonial autonomy and its differences from limited liability. Then, it goes on to examine the techniques for limiting the liability of the individual entrepreneur, such as the separate assets and sole proprietorship, followed by its consideration in the scope of the Brazilian law. Then, under those circumstances, one-person limited liability company and its legal nature are reached. Finally, we advance to the legal regime of this corporate modality, approaching the legal discipline and the acts from its inception, passing through its vicissitudes, and culminating in dissolution. The analysis of dogmatics allowed us to verify the particularities of the limited liability company in Brazilian law, with the observance of the existing legislation and the interpretations already adopted by the foreign experience that can be imported with the necessary modifications.