The Legal and Procedural Protection of
the Financial Liability of Silent Partners and Shell Companies Arising from
the Simulation
Name: IGOR GAVA MARETO CALIL
Publication date: 06/05/2026
Examining board:
Name |
Role |
|---|---|
| CARLOS NELSON DE PAULA KONDER | Examinador Externo |
| GILBERTO FACHETTI SILVESTRE | Presidente |
| MARCELO ABELHA RODRIGUES | Examinador Interno |
| THIAGO FERREIRA SIQUEIRA | Examinador Interno |
Summary: Purpose: the research analyzes the propositional thesis of expansive disregard of the legal
personality of legal entities and, based on a comparison with the premises of the theory
of financial liability, investigates the appropriate procedural means for protecting
situations involving the use of de facto partners and fictitious companies to conceal
financial guarantees. Problem: the exceptional nature of the separation between the
elements of debt and liability precludes expansive interpretations and the use of analogies
in relation to these hypotheses, which renders disregard inoperative and imposes the need
to seek other procedural avenues for the patrimonial liability of hidden partners and
fictitious companies. Problem: what are the procedural peculiarities and, in view of this,
the appropriate procedural avenues for the financial liability of hidden partners and
fictitious companies? Methodology: qualitative documentary analysis of specialized
national and foreign literature, the Civil Code and the Code of Civil Procedure, as well as
judgments of higher courts and tribunals, in order to, based on a deductive method, submit
the general premises of financial liability to the specific premises of expansive disregard,
deny, in a logical downward movement, its operability and, thus, seek other procedural
avenues for the same purpose, without, however, challenging these general premises that
underpin the matter. Results: understanding the hypotheses under analysis as cases of
legal transaction simulation and, based on this, proposing specific and individualized
legal and procedural regimes for the financial liability of hidden partners and fictitious
companies, considering the material particularities of these situations and, above all, in
compliance with the legal and interpretative limits imposed by the theory of financial
liability. Contributions: in addition to proposing the aforementioned regimes, the
research also contributes to legal science, judicial practice, and civil society, warning of
the risks of compromising the stability and security of relationships in the face of noncompliance with the legal limits of the separation between debt and liability, encouraging
that financial liability not be sought at any cost, in an unrestricted and unregulated
manner, but in compliance with the boundaries established in the material plane and
dictated by the theory of patrimonial liability, with a view especially to preserving the
integrity of the law as a system.
