Distribuição desproporcional de dividendos em sociedades por ações

Abstract

The purpose of this paper is to analyze the feasibility of a corporation to carry out distributions of dividends not in proportion to the shareholders' interest in the company's capital and/or not in proportion to differential dividends ensured to certain shares representing the company s capital, as in the case of preferred stock. First, we shall analyze the dividend features, especially its origin and formation, that is, the profits earned by the corporation. Then, we shall address the classification of the companies, widely accepted and discussed by the experts, in partnerships and capital companies, and we shall evaluate the relationship of such classification with the corporate types existing under the Brazilian Law, especially the corporation and the limited liability company. We shall subsequently provide the historical context of both corporate types, covering their origin, legal provisions throughout time in Brazil and the characteristics that were also historically attributed to them. We shall then analyze the matter of distribution of dividends in the context of these two corporate types, by far the most important ones in the current Brazilian and global economy, in order to evaluate the feasibility to carry out disproportionate distributions in each corporate type. Finally, we shall analyze the disproportionate distribution within the scope of corporations