DISPROPORTIONATE PROFIT DISTRIBUTION IN BRAZILIAN LIMITED LIABILITY COMPANIES: LEGAL VALIDITY AND PRACTICAL IMPLICATIONS

Abstract

This article analyzes the legal validity and practical implications of the disproportionate distribution of profits in Brazilian limited liability companies. The research examines the legal framework that underpins this practice, including provisions of the Civil Code, normative guidelines from the Department of Business Registration and Integration (DREI), and jurisprudential precedents from the Superior Court of Justice (STJ). The study demonstrates that, although the general rule establishes proportional distribution based on capital quotas, Brazilian legislation allows for contractual exceptions, granting significant flexibility to partners. The analysis addresses the limits of this flexibility, especially the prohibition of unfair partnership agreements, and discusses the importance of formalizing and registering these decisions to ensure legal certainty and enforceability against third parties. The results indicate that disproportionate distribution is legally valid when the legal requirements are observed, constituting an important tool for corporate governance and recognition of non-capitalized contributions from partners.