Under Article 21(1) of the Commercial Register Act, the registration officer reviews the lawfulness of an application for registration or publication solely on the basis of the written evidence submitted with it and its apparent formal regularity. The officer assesses whether that evidence establishes the circumstance to be registered and its compliance with the law, or whether the instrument submitted for publication meets the statutory requirements on its face.<\/p>\n
Article 125(1) and (2) of the Commerce Act sets out the grounds for termination of membership in a limited liability company (OOD). Under paragraph 2, a member may withdraw by giving written notice at least three months before the termination date. Withdrawal is the consequence of the member\u2019s freely formed and expressly communicated intention: the law gives a member the right to leave voluntarily on at least three months\u2019 written notice. Membership ends when the notice period expires. No express resolution of the general meeting is required for this purpose. Once membership ends, an obligation arises between the company and the former member, who is entitled to the monetary equivalent of their interest based on the balance sheet at the end of the month in which membership ended (Article 125(3)). Exercising that right may lead to a reduction in capital under Article 149(3), point 2, requiring the articles of association to be amended and the change entered in the Commercial Register. Alternatively, the remaining member or members may take up the released shares, or a third party may purchase them.<\/p>\n
For the consequences of withdrawal to be effective against the company\u2019s creditors as well as the company itself, further steps are necessary: the claim for payment of the interest reduces net assets. To protect the company\u2019s capital, the company may reduce its registered capital, or new contributions may be paid on subscription for the released shares. Alternatively, the remaining members may decide that continuing the business is no longer appropriate and wind it up through full liquidation. The reasons for the Supreme Court of Cassation\u2019s interpretative decision of 31 May 2023 in commercial case No. 1\/2020 explain that membership ends by operation of law on expiry of the three-month period under Article 125(2). The company must then act through its general meeting to amend the articles of association as regards the matters under Article 115, point 3, and the departing member\u2019s shares under Article 115, point 4. When registration of the termination is requested, the registration officer and the court safeguard the interests of third parties, including the company\u2019s creditors, as regards the amount of capital entered in the register. Evidence must therefore be provided of what has been done with the former member\u2019s interest. These matters fall within the general meeting\u2019s competence.<\/p>\n
Terminating membership in an OOD and settling the financial relations between its members calls for assistance from a lawyer experienced in commercial law. This article is not a legal opinion or advice about a particular situation, person or company. For legal assistance in a similar case, consult a commercial lawyer.
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