Our partner Daphne Minerbo published an article in Lex Legal Brasil on a decision by the 2nd Criminal Panel of the TRF-6 (Federal Regional Court, 6th Region) that changes the calculation for those still deciding between adapting to the new mutual asset protection regime or winding up their activities.
Complementary Law No. 213/2025 gave entities that had been operating without Susep authorization 180 days to choose between regularization and cessation. Paragraph 7 of article 9, however, conditioned the extinguishment of the directors' criminal liability for the offense under article 16 of Law No. 7,492/1986 on proven "regularization" — wording that, read restrictively, would exclude precisely those who chose the alternative the law itself allowed. In Criminal Appeal (Recurso em Sentido Estrito) No. 6367889-56.2025.4.06.3800/MG, the Court reversed the first-instance decision and recognized cessation as legally compatible with the concept of regularization.
In practice:
- The Panel considered it inconsistent to accept cessation as a lawful way of resolving the entity's situation while denying its directors the criminal benefit reserved for regularization, relying on equal treatment and reasonableness.
- The scope is limited: a ruling by a TRF panel, with no binding effect, restricted to the offense in paragraph 7 and to an entity that had ceased operations before the law was published. It is not a general safe conduct for the sector.
- For associations registered within the deadline, the discussion is at another stage. CNSP Resolution No. 491/2026 opened the transition to the definitive regime, with technical, operational, financial and accounting management by an administrator organized as a corporation (sociedade por ações) and previously authorized by Susep, and paragraph 9 of article 9 guaranteed a new 180-day window to opt for cessation.
- The choice between continuing and winding up is no longer just a compliance-cost calculation, because the directors' personal exposure becomes part of the same assessment.
As Daphne sums up, the precedent does not define which path to take, nor does it eliminate the individual analysis of each entity, but it removes the premise that only remaining in operation and completing the transition would allow criminal liability to be extinguished. For a market still forming its first regulatory and case-law references, understanding the legal effects of each alternative is part of the business decision itself.
Full article: https://lnkd.in/d5CdW5hU
