Takeaway: The Third Chamber of the Superior Court of Justice (STJ) confirmed that, when calculating the equity of a withdrawing partner, the discounted cash flow method should not be used even in the absence of complete accounting records. Instead, the calculation must rely on the net asset value determined in the balance sheet.

In the judgment of the Appeal 2.063.134/MG, on August 12, 2025, the Third Chamber emphasized that, in the absence of provisions in the articles of association, the use of future profit projections in the calculation of a withdrawing partner’s equity is inappropriate, as it distorts the concept of corporate investment and can lead to an overestimation of the partner’s stake.

At first instance, a forensic accounting report was prepared. However, since the remaining partners did not provide all the requested accounting documentation, the expert relied solely on the Corporate Tax Information Statement (DIPJ) and the General Ledger, resorting to projected future results (discounted cash flow) to estimate the company’s value.

The Third Chamber clarified that, in the absence of provisions in the articles of association, the calculation of a withdrawing partner’s equity cannot include future profit projections, reinforcing that the correct approach is to use the net asset value determined in the balance sheet, as provided under Brazilian statutory law.

According to the STJ, including future profit projections may distort the actual value of a partner’s stake, turning the equity calculation into an assessment of expectations rather than of the company’s actual existing assets. The balance sheet of determination, on the other hand, reflects the company’s net equity at a specific point in time, ensuring that the calculation is based on real assets and liabilities.

As a result, the case was remanded to the lower court for the reopening of the evidentiary phase and preparation of a new accounting report to determine the company’s actual net value at the time of the partner’s withdrawal.

The decision consolidates the STJ’s jurisprudence that equity calculation must be based on the company’s actual net assets at the time of the partner’s exit, excluding expectations of future profits, which tend to distort the final calculation.

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The MAC Advogados team has extensive experience in corporate disputes and is available to assist clients in matters related to partial dissolution of companies and equity calculation.