a)
General
The articles of association may stipulate that partners may be granted rights to withdraw from the partnership and exercise of these rights may be subject to certain circumstances.
Each partner may apply to the court for the withdrawal from the partnership. During the legal process the court may rule, based on request, to freeze some or all rights and obligations of the plaintiff partner arising from the partnership or may take measures to secure the position of the plaintiff partner.
b)
Participation in the withdrawal
If one of the partners initiates a legal action to withdraw from the partnership with a valid reason or based upon the articles of association. The manager(s) inform other partners of this issue with immediate effect. Each of the other partners who have been informed by the managers may decide to join the withdrawal. If this is the case, the managers must be informed within one month. All withdrawing partners are treated equally pro rata their capital shares. This provision does not apply in a situation where a partner is dismissed due to a valid reason or according to the articles of association or a just cause.
c)
Dismissal
The articles of association may stipulate the conditions of dismissing a partner from the partnership through a general assembly resolution.
The partner may commence a lawsuit for the withdrawal resolution within three months after the notification date. The resolution must be notified by the public notary.
Dismissal from partnership by the court decision with a valid reason is reserved based on the request of the partnership
d) Cash payment for withdrawal
- If a partner withdraws from the partnership, the partner has the right to request cash payment for withdrawal that is in line with the actual value of the partner's capital share. The cash payment for withdrawal may be stipulated differently in the articles of association.
- Cash payment for withdrawal will be due subsequent to the withdrawal:
- If the company is disposing of free equity,
- If the withdrawing partners capital shares can be transferred,
- If the capital has been decreased in accordance with the related provisions.
The unpaid amount of the cash payment regarding the withdrawal of the withdrawing partner becomes the liability of the partnership. This liability is ranked after all creditors. This matter becomes due when the free equity in the annual report is determined.
