Receivables and Contribution to Share Capital: Legal Limits, Economic Purpose, and Enforcement Risks

Can receivables be contributed to a company’s share capital? Yes. Receivables may be contributed to share capital provided they have economic value, proven ownership, and a legitimate corporate purpose. This is a lawful transaction under the legal system and is widely used in corporate reorganizations, asset-holding structures, and capitalization arrangements.

What the law prohibits is not the contribution itself, but the abusive or fraudulent use of the corporate form.

What is the legal nature of receivables?

Receivables are:

• intangible assets;

• endowed with economic value;

• capable of assignment, collateralization, valuation, and circulation;

• suitable to integrate a legal entity’s assets.

Their legal nature does not render them inferior to tangible assets for corporate purposes, provided there is real economic substance.

Why is the contribution of receivables legally permitted?

The contribution of receivables serves legitimate purposes, such as:

• strengthening share capital;

• asset organization;

• segregation between personal and business assets;

• rationalization of corporate governance;

• aligning the company’s economic structure with its activities.

This is capitalization, not concealment.

Does contributing receivables amount to defrauding creditors?

No.

Contribution must not be confused with fraud against creditors.

For fraud to exist, there must be the cumulative presence of elements such as:

• existence of a claim prior to the contribution;

• reduction of the debtor to insolvency;

• absence of sufficient remaining assets;

• deliberate intent to frustrate satisfaction of the claim;

• a causal link between the act and the creditor’s loss.

Without these elements, fraud is not established.

Does the existence of an enforcement proceeding prevent the contribution of receivables?

No.

The mere existence of enforcement:

• does not automatically invalidate the contribution;

• does not presume insolvency;

• does not render the corporate act unlawful.

What is required is a case-specific analysis of the transaction’s patrimonial impact, not generic presumptions based on the creditor’s difficulty.

After contribution, can receivables be directly attached?

No.

Once contributed:

• receivables become part of the legal entity’s assets;

• they no longer belong to the shareholder;

• they cannot be reached by personal enforcement without a proper procedure.

Direct attachment violates the company’s separate legal personality.

How may a creditor attempt to reach contributed receivables?

Only through:

• a specific procedure;

• observance of due process and the right to be heard;

• robust evidence of abuse, simulation, or fraud;

• a reasoned judicial decision.

Enforcement does not authorize shortcuts to pierce the corporate veil.

When may the contribution of receivables be judicially challenged?

The contribution may be challenged only upon proof of:

• fictitious contribution or lack of economic substance;

• simulation of the corporate act;

• manifestly artificial valuation;

• intentional asset stripping;

• use of the company as an instrument of fraud.

Outside these circumstances, the corporate act is valid and effective.

Who bears the burden of proof?

The burden of proof lies with the creditor alleging fraud or abuse.

It is not incumbent upon the company to:

• prove legality by inverse presumption;

• justify regular reorganizations without concrete indications;

• respond to generic allegations.

In enforcement proceedings, suspicion does not replace evidence.

What is the role of the Judiciary in these cases?

The Judiciary acts to:

• preserve asset separation;

• protect regular corporate acts;

• curb real, not hypothetical, fraud;

• prevent the trivialization of presumed fraud;

• ensure legal certainty in the business environment.

The judge’s function is not to facilitate enforcement at any cost, but to apply the law with technical rigor and balance.

Conclusion

The contribution of receivables to share capital:

• is legally lawful;

• serves a legitimate economic purpose;

• does not presume fraud against creditors;

• does not authorize direct attachment in personal enforcement;

• may be set aside only upon concrete proof of abuse.

In Business Law, capitalization is a legitimate technique.

Fraud requires proof—not enforcement presumptions.

Technical Summary

✔️ Receivables are assets economically suitable for contribution to share capital

✔️ Contribution ≠ fraud

✔️ Enforcement does not authorize automatic piercing of the corporate veil

✔️ The burden of proof lies with the creditor

✔️ Legal certainty is a pillar of the credit system

Ferreira Advocacia operates with technical rigor in receivables, corporate reorganizations, asset contributions, complex enforcement proceedings, and asset protection, providing precise, strategic legal analysis aligned with best practices in contemporary Business Law.