Under Law No. 14,133/2021 the request to restore the economic balance must be filed while the contract is in force and before any extension. The deadline did not exist before, and the Federal Court of Accounts treats an extension signed without reservation as a waiver.
The clause allocates the cost of pre-closing liabilities between buyer and seller, but it does not prevent the tax authorities, an employee or a creditor from collecting from the buyer. The outcome is decided by the security left by the seller, not by the drafting.
Law No. 14,451/2022 reduced the quorum for amending the articles of association from three quarters to more than half of the capital. For companies incorporated earlier, the answer depends on how the quorum clause was drafted.
