Between autonomy and abuse: Legal personality in the Brazilian Civil Procedure Code (2015) from an economic perspective.

Abstract

Abstract: The separation between the assets of a legal entity and those of its partners constitutes a fundamental principle of Business Law, ensuring patrimonial autonomy as an essential element for limiting risks and fostering free enterprise. However, when such separation is abused, it may serve as a fraudulent instrument against creditors and lead to the depletion of corporate assets—circumstances that justify the application of the doctrine of piercing the corporate veil. The Incident of Disregard of Legal Personality (IDPJ), introduced by the 2015 Code of Civil Procedure, represented a significant advancement by establishing a specific procedure that guarantees due process, the right to be heard, and the necessary predictability of judicial decisions. This article proposes a critical, academic, and constructive analysis of the application of the IDPJ in business relations, with emphasis on its theoretical foundations, the criteria for admissibility, and the legal and economic consequences of overcoming patrimonial autonomy. It seeks to demonstrate that disregard, although essential to repress abuses, must be applied with caution so as not to discourage legitimate business activity. The conclusion underscores the importance of reaffirming the instrumental role of contemporary civil procedure as a means of enforcing substantive rights while preserving the principles of legal certainty, good faith, and business continuity.