A minority partner in a company is one that has less than 50% of the shares into which the capital that forms it is divided. But what happens if that partner wants to leave the company? Can do it? Are the other partners obliged to buy their share? We tell you the keys to it.
The only viable option in this case is to sell your shares, although it does not have to be to the rest of the company's partners, who are not obliged to buy them from you. In other words, if an external buyer is not found or the rest of the partners do not want to keep their shares, they will have no choice but to continue to be linked to the company.
As we have mentioned, the only way out in this case is for the rest of the partners or someone outside the company to acquire them, although it does not have to be a sale exactly. An exchange or exchange can be given for other shares, for example, or it can even be done by donating the shares.
If these circumstances occur, what is known as a transfer of ownership occurs and the minority partner who disposes of the shares loses his status as such, which passes to the new owner.
It is important to bear in mind that the rest of the company's partners do not have the obligation to buy the shares, but they do have to have purchase preference over third parties.
The current legislation includes very specific cases in which a partner can request the separation of the company and the reimbursement of the capital that he had contributed. This may occur in the event of a substantial change in the company's activity, if the company is extended or reactivated, or if the obligation of partners to perform ancillary services is created, modified, or extinguished.
The Law on Structural Modifications of Commercial Companies also includes other cases, such as in the case that the company moves abroad or that the partner has not voted in favor of a modification of the system of transfer of company shares.
Likewise, the articles of incorporation of the company can include the cases of separation that are considered appropriate by all parties, which must be well defined both in term and in conditions.
It is important to comply with the deadlines established for this, which is one of the fundamental requirements. The term, unless otherwise specified in the company's bylaws, is 1 month from the written notification of the intention to do so.
The problem that arises is agreeing on a price in accordance with the real value of the shares for sale, which is normally the greatest difficulty faced by a minority shareholder who wants to disassociate himself from a company.
When a partner exercises his right to separation to disassociate himself from a company and it is duly justified and demonstrated, the latter must liquidate or reimburse a reasonable value for his shares, with which his relationship will be terminated.
The rest of the partners may keep the treasury shares or redeem them, with the consequent reduction in capital.
