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claimant shareholder arising from the partnership or take the necessary
precautions to secure them.
Accession to Exit
The right to accede to exit stipulated in Art. 639 of the TCC
ensures the respect of the principle of equal treatment. According to this
provision, when a shareholder requests to exit, before the court or directly
from the company, the managers of the company shall notify the fact to
other shareholders. Any of the shareholders of the company who may
individually rely on one of the causes explained above may demand to
accede to the exit request within a month.
The TCC does not address whether or not the cause upon which the
acceding shareholder will rely has to be the same as the cause expressed
by the prior request of the first shareholder, or if the acceding shareholder
may rely on a different cause or causes. The legislative justification
of the TCC indicates that discussions and responses on this topic are
purposefully reserved for the jurisprudence and the doctrine. However,
the court must rule on the validity of each shareholder’s cause separately.
Squeeze-Out from a Limited Liability Company
There are two methods of squeezing-out a shareholder from a limited
liability company. The first of these is squeeze-out via a general assembly
resolution under circumstances stipulated in the articles of association;
the other squeeze-out via a court decision on the basis of a just cause.
Squeeze-Out via General Assembly Resolution
Pursuant to Art. 640 of the TCC, shareholders may stipulate in
the articles of association the causes for squeeze-out. However, these
causes must be objectively acceptable and in accordance with the equal
treatment principle. Upon the occurrence of any of these causes, the
concerned shareholder may be squeezed-out from the company via a
general assembly resolution. As per Art. 621 of the TCC, the quorum
for this resolution is two thirds of the votes and a majority of the capital
possessing the right to vote.