A company in the State of Minas Gerais filed a lawsuit in order to release itself from the obligation to pay a fine resulting from the non payment of ICMS related to a company acquired thereby.
The first instance court affirmed that the interpretation given by the company was not correct, once legal doctrine has understood that the successor is liable for all obligations referring to the period prior to the take over.
The company dissatisfied, appealed the decision at the Minas Gerais Court of Appeals, which denied the appeals.
Therefore, the last resort for the company was to file a special appeal at the Superior Court of Justice (STJ), aiming at excluding the fines applied to the target company.
However, the company’s thesis was not successful. The STJ understood that the tax liability of the successor company covers, in addition to taxes due by the acquired company, delinquency or punitive fines that follow the liabilities of the asset acquired by the successor, once they represent significant debts, provided that the triggering event of the company has occurred up until the date of the succession.
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