Departure and expulsion of a partner: how to handle it
A partner's departure may occur voluntarily or through expulsion, and each path has its own rules. Planning for this moment helps preserve the company and reduce litigation.
Ways a partner may leave
A partner's departure can happen for different reasons, such as a personal decision, the sale of their stake, death, or internal disputes. Each situation tends to require specific handling, and the articles of association usually indicate how the process should be conducted. When the document is clear, the withdrawal tends to be more organized.
Voluntary departure and assessment of equity interest
When a partner decides to withdraw, it is common to need to assess their equity interest, that is, to calculate the value of the stake owed to them. This calculation depends on criteria set out in the articles or in the applicable legislation and may involve valuing the company's assets. Defining these criteria in advance usually reduces disputes over amounts.
Expulsion of a partner
Expulsion usually occurs in more serious situations, such as a breach of duties or acts that harm the company. Because it involves the compulsory removal of someone from the ownership structure, the procedure tends to require justification and compliance with the applicable rules.
- Check the provisions of the articles of association regarding expulsion
- Document the facts that justify the measure
- Observe the partner's right to be heard, as applicable
- Define how the equity interest will be assessed and paid
Precautions to preserve the company
Moments of departure or expulsion can impact operations, client relationships, and management stability. For this reason, it is common to take precautions to protect sensitive information and maintain business continuity. The technical handling of the process depends on the specific case and the applicable rules.
Frequently asked questions
Can a partner leave the company at any time?
It depends on the case and on what the articles of association provide. In general, voluntary departure is possible, but it may require prior notice, assessment of equity interest, and compliance with the rules agreed among the partners and with the applicable legislation.
How is the amount receivable by someone leaving the company calculated?
It is usually done through the assessment of equity interest, which considers the partner's stake and the company's assets. The criteria may be set out in the articles of association or in the legislation, and the result varies according to each company's situation.
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