The Incident of Piercing the Corporate Veil under the New Brazilian Code of Civil Procedure: Procedural Safeguards and the Rejection of Generic Allegations

This article analyzes the procedural aspects of the Incident of Piercing the Corporate Veil (IDPJ), introduced into the Brazilian legal system by Articles 133 to 137 of the Code of Civil Procedure of 2015. The focus lies on the preservation of the rights to adversarial proceedings and full defense, especially in light of the improper or superficial use of the incident. Recent case law from the Superior Court of Justice (STJ) reinforces that shareholders or directors may not be automatically included in enforcement proceedings without a clear and substantiated demonstration of the legal requirements for piercing the corporate veil. Requests based on vague or merely strategic allegations are deemed invalid.

The 2015 Code of Civil Procedure brought significant progress in addressing corporate veil piercing by formally establishing, through Articles 133 to 137, the Incident of Piercing the Corporate Veil (IDPJ) as a procedural mechanism essential to ensuring due process and the right to be heard.

Although the disregard of legal personality had already been provided for under substantive law (Article 50 of the Civil Code), legal practice prior to the new CPC often revealed distortions: direct inclusion of shareholders in enforcement proceedings, asset seizures without prior hearing, and requests lacking technical foundation.

This article aims to demonstrate that the IDPJ is not a mere formality, but a true procedural guarantee against abusive enforcement practices. Current case law has reaffirmed that generic allegations or vague arguments do not authorize corporate veil piercing — the burden of proof lies with the claimant, who must concretely demonstrate the occurrence of misuse of corporate purpose or asset commingling.

2. Legal Nature of the Incident and Statutory Basis

The IDPJ is an autonomous procedural incident governed by Articles 133 to 137 of the CPC/2015. Its purpose is to ensure that the extension of obligations from the legal entity to its shareholders or directors is preceded by full due process.

Article 134 provides:

"The incident of piercing the corporate veil shall be initiated upon request by a party or by the Public Prosecutor’s Office, where appropriate."

Article 135 further establishes:

"The initiation of the incident shall be immediately communicated to the shareholder or the legal entity to be disregarded, who shall have 15 (fifteen) days to respond and submit any relevant evidence."

Thus, the absence of an IDPJ results in the nullity of the asset seizure, except in cases where the shareholder is already a party to the proceedings and has been duly served, as held by the STJ (REsp 1.775.091/SP).

3. Inadmissibility of Generic Allegations

One of the most common abuses in litigation practice is the submission of veil-piercing requests without concrete evidentiary support, based on generic claims such as:

“The company is inactive”;

“The enforcement was frustrated”;

“The shareholder manages the company’s bank account.”

Such statements, unaccompanied by evidence of misuse of purpose or asset commingling, are insufficient to justify the request.

DoctrineAccording to Nelson Rosenvald (2025):

“The IDPJ must not become a procedural shortcut for creditors who, frustrated by enforcement difficulties, ignore the requirements for piercing and seek to shift liability to shareholders automatically.”

4. Current Case Law

“The mere absence of assets under the legal entity is not sufficient to justify piercing the corporate veil; it is essential to demonstrate acts that indicate misuse of purpose or asset commingling.”(STJ, REsp 1.711.595/SP, Reporting Justice Marco Aurélio Bellizze, judged on 08/13/2020)

“The initiation of the IDPJ is a condition for holding a shareholder liable for the company’s debts. Its absence, barring legal exceptions, constitutes a violation of the right to defense.” (TJSP, Civil Appeal No. 1007262-34.2022.8.26.0100, judged on 05/15/2023)

5. Burden of Proof and the Duty to Provide Legal Grounds

The claimant initiating the IDPJ bears the burden of proving that the legal entity was used abusively, by means of:

Accounting documents indicating irregular transactions;

Evidence of personal use of corporate assets or revenue;

Suspicious asset transfers between the company and its shareholders.

The petition must be technically substantiated, under penalty of summary denial or liability for abuse of process (CPC, Article 80).

6. Final Considerations

The Incident of Piercing the Corporate Veil represents an important advance in procedural due process within the business context. Its purpose is to ensure that the exceptional imposition of liability on shareholders occurs only when legally justified and with full opportunity for defense.

Case law has increasingly rejected the misuse of the IDPJ as a tool for generic asset seizures, reaffirming that the burden of proof lies with the petitioner, who must clearly and objectively demonstrate acts of abuse or fraud.

Contemporary civil procedure, committed to substantive adversarial proceedings, does not permit automatic decisions that disregard the separate legal personality of corporate entities. It is incumbent upon legal professionals to handle the IDPJ with technical rigor and responsibility, lest the very purpose of the mechanism be undermined.