NONVOTING MEMBERSHIP INTERESTS IN LIMITED LIABILITY COMPANY (LLC): AN OVERVIEW OF THE BRAZILIAN AND USA LEGAL SYSTEMS

• Main Authors: Leonardo Netto Parentoni, Jacqueline Delgado Miranda
• Format: Article
• Language: Portuguese
• Published: Universidade Federal de Santa Maria 2016-08-01
• Series: Revista Eletrônica do Curso de Direito da UFSM
• Subjects: cotas preferenciais sem direito de voto; direito societário; sociedade limitada
• Online Access: https://periodicos.ufsm.br/revistadireito/article/view/22784

The limited liability company is the most common society type on Brazil and it is gaining force on the United States. The possibility of vote restriction is a controversal theme within it. The goal of the present article is to analyze the admissibility of the preferential corporate participation, on a comparative analysis between the law systems of Brazil and USA. The method used consists on building a bibliographical reference base of both systems. It is argued that, in Brazil, the CC/02, art.1.055, caput, discuss about the theme on a simple and generic way, however, on the previewed quoruns, it doesn't allow the use of preferential quotas with no rights to vote. Not only that, the DNRC manifested for the inviability of the preferential quotas for the limited liability company. The doctrine, on the other side, splits itself in regards to this. The conclusion is that there is a problem on the business register departments of the country. On the other hand, the prohibition is justifiable and permissible. On the USA, the existance of preferential quotas is a purely contractual matter.