Empresa Individual de Responsabilidade Limitada (EIRELI): análise constitucional do instituto, unipessoalidade e mecanismos de controle de abusos e fraudes

Abstract

The objective of this dissertation is to analyze the Individual Enterprise of Limited Responsibility (EIRELI), under the light of the material conception of the one-person societies and of the constitutional reading of corporate law methodologically chosen during the work. The EIRELI is the juridical form of organization of the individual exercise of an economic activity adopted in Brazil, trough which it is conferred to the titular a responsibility limit for the results of the business. With the introduction of the EIRELI in the Brazilian legal system, it is expected that many of countless fiction societies will be transformed into EIRELI, in attention to the promotional function of the new institution. On the other hand, the sensitive gaps verified in Law n. 12.441-2011 impose to the law applier the necessity of interpreting and integrating the law in the search for the essential elements of the EIRELI and its acting limits. This interpreting activity intends to confer to EIRELI full suitability to Brazilian corporate law and is bound to the search of unity of the system, in a way that the dissertation adopts methodologically its promotional function as an essential element of all the interpreting process. Therefore, many practical questions examined trough the work are solved with the social values of work and of freedom of initiative, making sure that the law is reinterpreted in adequacy to the Constitution. Indeed, the Brazilian corporate law becomes more consistent and wide as it starts conferring to the titular of the EIRELI responsibility limitation without the need of the element of plurality of partners, which brings up the deep debate about the juridical nature of the institution and of the corporate rules concerning the study of the theme. The dissertation analyses fundamental questions related to the acting of the EIRELI which comprehend the internal relations concerning the responsibility limitations of the only partner, constitution of minimum social capital, registry and administration, as well as the relations of the EIRELI with third parties. In the field of examining the relations of the EIRELI with third parties, this study is dedicated to the identification of the mechanisms that can be used for controlling frauds and abuses committed against the function of the institution. These controlling mechanisms become no longer previous, being rare the prohibitions to specific conducts brought by the law, becoming necessary that, in accordance to the methodology adopted in this dissertation, such control of legitimacy is verified in a concrete way, under the light of the deserve of protection of the acts practiced in the name of the EIRELI.