---
slug: prazo-responsabilidade-alienante-acoes
lang: en
titulo: Share transferor remains jointly liable for outstanding payments for a 2-year period
resposta: The transferor of shares remains jointly liable with the acquirers for the payment of any installments required to fully pay up the transferred shares for a period of 2 years from the date of the transfer.
curto: Share transferor liability term
tema: Joint-stock companies
revisada: 2026-10-02
proxima: 2027-04-02
---
## Data
| Who | Criterion | Consequence | Source | Data |
|---|---|---|---|---|
| Share transferor | Transfer of non-fully paid-up shares | Joint liability with acquirers for the payment of outstanding installments to fully pay up the shares | Lei 6.404/1976, art. 108 | 15/12/1976 |
| Share transferor | End of the 2-year period from the share transfer date | Cessation of liability in relation to each transferor | Lei 6.404/1976, art. 108, parágrafo único | 15/12/1976 |

Data consulted on 02/10/2026.

## Basis
- [Lei n.º 6.404/1976, compiled (Planalto, in Portuguese)](https://www.planalto.gov.br/ccivil_03/leis/l6404compilada.htm): art. 108 and its sole paragraph establish the joint liability of transferors for the outstanding installments to fully pay up the transferred shares and the 2-year cessation period counted from the transfer date.

## How it applies
When shares that have not been fully paid up are transferred, the former owner (transferor) remains bound to the obligation of paying the remaining capital due. They are jointly liable with the person who bought the shares (acquirer). This liability is not perpetual: the law stipulates that it automatically ends after a 2-year period, counted exactly from the date the share transfer occurred.

## Limits
- This sheet exclusively addresses the term and joint nature of the transferor's liability for non-fully paid-up shares as per the informed legal text.
- The versions read are those published by Planalto; subsequent amendments must be checked on Planalto before any decision.