The so-called right of separation of the partner in case of lack of distribution of dividends was already recognized in the Law, which is that its application had been suspended until December 31, 2016.
From now, therefore, this right enters into force and can not be limited by the bylaws.
Requirements for its exercise:
- That the General Meeting of the Company agrees not to distribute as a dividend of at least one third of the profits inherent to the exploitation of the corporate purpose obtained during the previous fiscal year that are legally distributable.
- That the partner seeking separation from the company has voted in favor of the distribution of benefits.
- To exercise this right of separation there is a term of one month from the holding of said Meeting
In this case, that is, if these conditions are met and the partner exercises his right of separation in term the company will be obliged to buy his participation.
As an exception, this right will not apply in listed companies.
What would be the purchase value ?:
The purchase price of the shareholdings, in the case of a limited company, or of the shares, in the case of a corporation, will be the reasonable value agreed between the company and the partner or that results from an appraisal procedure agreed between the two Parties or established in the Bylaws.
If there is no agreement between partner and company, this fair value will be fixed by an auditor appointed by the Mercantile Registry at the expense of the company.