How Can I Defend Myself Against Expulsion from a Limited Liability Company?

Withdrawal and Expulsion of Shareholders

Prepared by: Constantinople

The majority in a limited liability company no longer wanting you as a shareholder does not automatically extinguish your shares. For expulsion by general meeting resolution, the grounds in the articles of association, requirements for passing the resolution and whether the facts fall within that ground are examined. The company's application to a court for expulsion on just cause is a separately regulated route; the two procedures should not be confused.

Keep the notarial notification with its envelope, the expulsion resolution, all amendments to the articles of association and share records. If an expulsion ground was added later, how it was adopted is important. Correspondence, payments or evidence of competition relating to the alleged breach may affect the defence. A short photograph of the resolution alone may provide insufficient information about its procedure and basis.

For a contractual expulsion resolution passed by the general meeting, the law provides a three-month period to seek annulment from notification through a notary. This should not be confused with other periods for challenging general meeting resolutions. Negotiating over the resolution does not automatically preserve the deadline. The validity of departure from the company and calculation of the exit payment are also separate matters; disagreement on one does not remove all rights concerning the other.

Prepare the notarial notification with its envelope, the expulsion resolution and articles of association. The notarial notification date and the alleged ground for expulsion are checked separately in the initial review.

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