In many cases, relationships between shareholders are not easy. That is why it is advisable to execute a partnership agreement. If you did not sign one, there are a number of circumstances that allow to separate a company.

On the one hand, separation stems from the will of a shareholder and may be done on legal or statutory grounds. On the other hand, exclusion depends on the decision of the company in general meeting when there is a breach of ancillary benefits or for violating compete prohibitions.

Separation of shareholders on legal grounds

Shareholders are entitled to separate upon a series of circumstances:

  • Where the company´s purpose is modified.
  • Upon extension of the company.
  • Amendment to ancillary benefits.
  • Separation on statutory grounds

Right to separate

Every shareholder who had not voted for an agreement to be executed may exercise their right of separation within a month as of the date when the agreement is published. In order to register this right in the commercial registry, it is required that the deed of incorporation or the following deed contains the capital decrease or a statement by the administrators that no shareholder has used the right of separation within the month given for that purpose.

The deed of capital decrease must contain the depreciated shares as well as the identity of the shareholders affected by such decrease, the grounds, date of repayment and the amount of the decrease.

Exceptionally, the general meeting may allow the acquisition of shares of the separated shareholders.

May I leave the company where benefits are not distributed?

Yes, you can.

From the fifth fiscal year of the company´s undivided profits by will of the rest of the shareholders, by voting in favor of the distribution, you will be entitled to separation of the company in Spain in the event that the general meeting does not distribute at least one third of its benefits within a month since the non-distribution is agreed.

Shareholder´s duties once separated

Shareholders who have received the value of depreciated shares will remain liable for the company´s debts following separation. On the other hand, separate shareholders will be jointly liable one another and with the company for the payment of previous company debts. Such liability will expire five years as of the date of decrease.

Why is a lawyer necessary in case you choose to separate from company?

If as shareholder you decide to separate, there are many legal aspects you must consider to prevent your company from holding you accountable. Our lawyers specialising in Corporate Law in Spain will defend your interests and ensure that your separation is made in accordance with every legal step.

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