Sociedade empresária limitada utilizada como instrumento para fins de sucessão hereditária: ofensa à legítima ou válido exercício da autonomia privada?

Abstract

This study examined the use of Limited Liability Companies (LLCs) as a tool for hereditary succession in Brazil, focusing on the compatibility of this mechanism with inheritance rights and individuals' private autonomy. Motivated by this context, the research aimed to investigate the validity of exercising private autonomy for the purpose of implementing succession and planning assets through the formation and instrumentalization of LLCs and related legal mechanisms, as well as their potential invalidity. The methodology used for the research was based on qualitative and bibliographic research, utilizing theoretical references, relevant legislation, case law, and norms related to the topic, as well as scientific articles, dissertations, and theses in the field of Law. Thus, it was possible to address asset and succession planning according to Brazilian legislation, exploring available mechanisms, including the use of LLCs as holding companies. Issues such as the donation of quotas with restrictive clauses, usufruct of quotas, reversion clauses in donations, and legal challenges related to inheritance and the protection of the legitime were also analyzed. Furthermore, the study evaluated whether the instrumentalization of LLCs for these purposes could constitute an offense against the legitime or if it represents a valid exercise of private autonomy, concluding that the exercise of private autonomy in such instrumentalization is valid due to the mere conversion of patrimony into social quotas in a limited liability company structured as a holding company to hold such assets. The analysis focused on current legislation, doctrine, and jurisprudence, seeking an understanding of the validity of such instrumentalizations of LLCs for hereditary succession through succession planning.