Exclusion and termination of partners

In the event of shareholder disputes, termination and the exclusion of shareholders is often the result if no amicable solution can be found in the disputes. The exclusion and termination of partners have a major impact on company and the shareholders themselves.

The exclusion of the termination of partners is legally only possible if the compulsory measures have been lawfully resolved by the general meeting. Exclusion and termination are possible if there is an important reason in the person of the partner. Furthermore, the company’s articles of association may provide for lawful exclusion against a partner’s will.

There is a legal reason for an exclusion if a partner of a GmbH does not pay the contribution. Another important reason for the exclusion of a partner is the opening of insolvency proceedings against the partner if this is provided for in the partnership agreement. In addition, individual cases should always check whether there is an important reason. The exclusion of a partner is the last option for resolving a conflict and is only permissible if no less restrictive means are possible. A lawyer specializing in corporate law can prepare an intended exclusion in a legally sound manner. Since the general meeting must decide to exclude, the preparation of the contested general meeting is most important.

The lawyer can also advise a partner who has already been excluded or is to be excluded by the shareholders’ meeting on whether the exclusion is legal. If the exclusion is illegal, the shareholder can bring an action against the exclusion. If the exclusion is legal, the excluded partner loses the shareholder rights with the effect of the exclusion. The excluded partner is entitled to a compensation payment.

If a partner wishes to voluntarily leave the company, he has the option of giving notice. A decision is made between ordinary and extraordinary termination. Ordinary termination only exists if the company’s articles of association enable such a right of termination. The company’s articles of association determine the notice periods.

Extraordinary termination

An extraordinary termination is possible, even if this is not foreseen in the social contract. Like the exclusion of partners, an important reason for an effective termination is necessary. If the partner can no longer be expected to remain in society, the partner can withdraw from it. The individual reasons can affect both the shareholder himself and, for example, personal and family reasons. The reasons can also lie with the company or the other partners.