The situation of a partner who wants to leave the company is very common in any company . Leaving an entity involves a mere sale of shares. Normally, those who continue with the activity acquire them; but it can also be done by a third party or by the entity itself. It may happen that the partners want to divide up the company; this can happen when there are different business premises or different lines of activity.
The problem usually arises when a partner wants to leave the company but cannot find anyone willing to acquire his shares . The Capital Companies Act (LSC) provides for this situation by contemplating the right of withdrawal. The right of withdrawal contemplates the possibility of a partner leaving the company. The reason, disagreement with the evolution of the business or for another reason, without the need for anyone to acquire his shares. The partner can withdraw from the company in certain cases, with the entity being obliged to pay the value of his participation in the capital.
The Law regulates the right of partners to withdraw and establishes the possible causes for withdrawal, although it is possible to phone number in us establish other different reasons in the bylaws. The legal causes for withdrawal are: the substitution of the corporate purpose; the transformation of the company into a general or limited partnership; the transfer of the registered office abroad; the extension or reactivation of the company; the creation, modification or extinction of the obligation to make accessory contributions by the partners and the modification of the regime for the transfer of the company shares. The bylaws must also establish the form and the term for exercising the right to withdraw .
The withdrawal of a partner obliges the company to pay him the amount corresponding to his share , valued at market price. For this purpose, a valuation mechanism may be formalized by a third party. This will be designated by mutual agreement or by an independent expert if there is no agreement between the parties. Payment may be made in cash or by transferring an asset owned by the company to the partner who is withdrawing.
The withdrawal of one of the partners automatically entails the obligation of the company to reduce capital by the amount paid to the partner. It follows from this that this mechanism cannot be used by entities established with the minimum share capital. Otherwise it would be impossible to reduce capital, thus making the withdrawal impossible.
3 tips for breaking up with your partner
To avoid problems when breaking up, it is best to prevent them and establish an exit strategy at the beginning of the relationship. To do this, you can use the company's bylaws or a private contract. But if the situation becomes complicated with your partner and you had not anticipated it, then it is time to put the following tips into practice.