Doing business in Europe also means that you have to understand the possibilities to exit the company. A private company limited by shares (LTD) is a company made of shareholders’ deposits of the founding capital. The percentage that each shareholder puts into the company can vary. When there are more shareholders within one company, the relationships between them are defined by the Companies act. They are also a part of the company’s establishment act.
A shareholder of an LTD company can exit the company by selling his shares or they when they are a subject of inheritance. When selling a share in the company, you have to check if the other shareholders have preemption rights.
This means that they can buy the shares of the company under the same conditions but have priority before other buyers when doing so.
Are you considering business immigration to Slovenia, EU?
Call us for more information to +386 1 6006 270 or write to us on email@example.com.
Exit of a shareholder from a LTD company
When doing business in Slovenia, non-EU citizens have the possibility to establish an LTD company. This company type can have more than one shareholder. They can also have different percentages amongst themselves and do not have to be equal partners.
Every shareholder can transfer their share to a third party under certain conditions. In this case, the relationships between the partners will remain the same and there will only be a new shareholder replacing the one that took the exit.
But the Companies Act defines an additional way a shareholder can exit the company. He can leave the company without selling his share. It will only mean that his share will no longer be valid. Hence, the founding capital of the company will decrease proportionally.
The law allows for the company’s establishment act to define the possibility for a shareholder to exit and determines the conditions, procedure and consequences of the exit.
Regardless of the state, a shareholder can demand by lawsuit to exit the company if there are reasonable grounds for it. Those grounds can include reasons like the company or other shareholders cause financial damage to the exiting shareholder or are in the way of the shareholder to fulfill his right to exit.
Consequences of the shareholder’s exit from the LTD company
When a shareholder exits the company, his business share is no longer valid and all connected rights or obligations cease to exist.
Within three months from the shareholder’s exit, the remaining shareholders have to:
- Reach a decision on lowering the founding capital for the size of the share of the leaving shareholder,
- Or proportionally take over the existing shareholder’s shares or increase their own existing shares in the company to the amount to reach the same height of the founding capital as it was before the existing shareholder left.
Payout of the estimated value of the share
The shareholder who existed the company has the right to a payout of the estimated value of the business share.
The company has to payout the share no later than within years from the exit of the shareholder. He is also entitled to payout of interest. If the shareholder has put in material items instead of cash deposit of the founding capital, he can also get the items that he put into the company returned instead of the cash payout. But the condition with this possibility is that the worth of those items cannot surpass the estimated value of their share. Should the existing shareholder request this type of refund, he can only due so after three months from the day of his exit.
Register a company with the support of company Data!
Data can assist you to register a new company in Slovenia. We can obtain the necessary documents for company registration
You can also sign the company’s establishment act at our office, as we are a governmentally licensed VEM point.
Our legal department can help you to understand the rights and responsibilities of being a shareholder in Slovenia. They can also draft contracts for your company.
At Data, we also offer accountancy services and tax consultation.
Should you need a business address, we can also provide services of virtual office.
If you have additional questions about company registration, you can write to us on our email firstname.lastname@example.org. You can also contact us over the phone 00386 1 6006 270 or 00386 40 530 718 (Viber, WhatsApp). You can also follow us on Facebook.