Identify the rights involved
Start with the current company agreement, Commercial Register file, ownership percentages, management arrangements and any separate shareholders' agreement. An OOD has membership interests rather than the shares of a joint-stock company, although foreign founders often use the word “shareholder” for both.
Distinguish a member's rights from a manager's powers, a shareholder loan, an additional contribution, employment pay and a personal guarantee. Leaving the company as a member does not automatically cancel those other relationships. The interests of the company and those of an individual member can also conflict, so clarify who the lawyer would represent.
Secure information and a record of events
Article 123 of the Commercial Act includes rights to information about company affairs and inspection of company records. Make a specific, documented request for the material needed to understand the issue: accounts, meeting minutes, contracts or transaction records. Keep proof of requests, responses and any refusal.
Preserve records you can lawfully access. A dispute is not permission to enter another person's account, remove company data or obstruct operations. Review voting thresholds, meeting notices and the company agreement before assuming that a 50/50 disagreement prevents every decision or permits unilateral action.
Do not miss a resolution-challenge deadline
A claim under Article 74 challenges a general-meeting resolution that conflicts with mandatory law or the company's constitutive document. The usual period is 14 days from the meeting if the claimant attended or was duly invited; otherwise it is 14 days from learning of the decision, subject to an outer limit of three months from the meeting.
Record when the invitation arrived, the agenda, attendance and when the decision became known. Negotiations do not by themselves preserve the deadline. Other defects or infringements may require a different remedy; not every dispute is an Article 74 case. Any request for interim protection or a stay of registration requires separate assessment.
Compare a negotiated transfer with withdrawal
A negotiated sale can settle price, timing, shareholder loans, releases and responsibility for unfinished work. Transfer to another member and transfer to an outsider have different requirements. The prescribed notarial form, company decisions and register filings must be addressed; a private email agreeing a price is not the whole transaction.
Article 125(2) permits a member to end participation by written notice given at least three months before termination. Check the company agreement, delivery and the intended effective date before serving notice. Under Article 125(3), financial consequences are determined using a balance sheet at the end of the month of termination. That is not a promise of a negotiated market price or automatic repayment of every sum invested.
Plan the register and management steps separately
In Interpretative Decision No. 1/2020 of 31 May 2023, the Supreme Court of Cassation held that a member leaving under Article 125(2) cannot personally apply to register the termination solely in that capacity when the company's organs fail to act. Serving notice is therefore not a complete plan for resolving register inaction.
If the person is also a manager, resignation and removal from the register follow their own requirements. Bank mandates, contractual guarantees, company devices and access rights should be addressed expressly. Do not assume that withdrawal releases a guarantee given to a bank or extinguishes a debt owed by the departing member.
Exclusion and dissolution require grounds
Exclusion cannot safely be used as a shortcut to settle a personal disagreement. The applicable statutory ground, any required warning, notice, voting and form must be examined. A member receiving a warning or resolution should obtain an assessment promptly, including the deadline and correct route for a challenge.
Judicial dissolution for important reasons under Article 155(1) is a possible remedy for members holding more than one fifth of the capital, but disagreement alone does not guarantee dissolution. Evidence of the impact on the company matters. A buyout, revised governance or a carefully structured separation may produce a better commercial result.
Prepare for the first consultation
- The company registration number, current agreement and ownership percentages.
- Your roles as member, manager, employee, lender or guarantor.
- Meeting invitations, minutes, notices and proof of receipt.
- Relevant financial statements, loans and additional contributions.
- A short chronology and any immediate meeting or court deadline.
- The desired outcome: access to information, continued participation, buyout, withdrawal or challenge.
For arrangements before a dispute arises, see what members should agree before starting an OOD. A dispute assessment should turn the documents into a sequence of actions with clear responsibilities, dates and financial assumptions.