Atlas · Governance
Deadline for annulling a deal concluded by a representative with a conflict of interest is 180 days
AnswerThe deadline for requesting the annulment of a deal concluded by a representative with a conflict of interest is 180 days, counted from the deal's conclusion or the cessation of the conflict.
Reviewed on 2026-10-02 · next review 2027-04-02
Data
| Who | Situation | Decadence deadline | Source | Data of record |
|---|---|---|---|---|
| Represented party | Deal concluded by a representative with a conflict of interest | 180 days, from the deal's conclusion or the cessation of the conflict | Law No. 10.406/2002 (Civil Code), Art. 119, sole paragraph | 10/01/2002 (original wording) |
Data consulted on 02/10/2026.
Basis
- Law No. 10.406/2002 (Civil Code, Planalto) (Planalto, in Portuguese): Art. 119, sole paragraph, establishes the decadence deadline for annulling a deal concluded by a representative with a conflict of interest, with original wording since 2002.
How it applies
The 180-day deadline to request the annulment of the deal begins to run at two distinct moments: (1) from the deal's conclusion, if the conflict of interest was already known or should have been known by the party contracting with the representative; or (2) from the cessation of the conflict of interest, if it persisted after the act was celebrated. There is no distinction between legal or voluntary representation: the provision covers both cases.
Limits
- The deadline does not apply to other deal vices (e.g., error, fraud, coercion), which have their own rules in Art. 178 of the Civil Code.
- Annulment requires a judicial ruling and cannot be achieved by mere declaration of will (Art. 177 of the Civil Code).
- The text does not cover undeclared or hidden conflicts of interest, which may lead to other actions (e.g., civil liability for damages).
- Changes to the Civil Code after 2002 must be verified directly from the official source (Planalto).
- The deadline is one of decadence, not prescription: it does not allow suspension or interruption.