{"id":3528,"date":"2026-10-08T16:40:09","date_gmt":"2026-10-08T14:40:09","guid":{"rendered":"https:\/\/tecemabogados.com\/?p=3528"},"modified":"2026-10-08T16:40:09","modified_gmt":"2026-10-08T14:40:09","slug":"right-of-withdrawal-sl","status":"publish","type":"post","link":"https:\/\/tecemabogados.com\/en\/right-of-withdrawal-sl\/","title":{"rendered":"Right of withdrawal: when a partner can leave an SL and get paid"},"content":{"rendered":"<p>Many partners take it for granted that nobody can leave a Spanish limited company (SL) without the approval of the others. That is not the case: the <strong>right of withdrawal<\/strong> allows a partner to leave the SL and receive the fair value of their shares when certain situations set out in the law arise. Knowing them in 2026 helps you vote at the general meeting aware of the consequences of each resolution.<\/p>\n<h2>The right of withdrawal, explained without jargon<\/h2>\n<p>Withdrawal is the voluntary exit of a partner on a recognised ground. Unlike a sale of shares, you do not need to find a buyer or agree a price with anyone: the company is obliged to acquire or redeem your shares and pay you their fair value.<\/p>\n<p>The grounds are regulated in <a href=\"https:\/\/www.boe.es\/buscar\/act.php?id=BOE-A-2010-10544\" rel=\"dofollow noopener\" target=\"_blank\">Royal Legislative Decree 1\/2010, the Spanish Capital Companies Act (Ley de Sociedades de Capital)<\/a>, in articles 346 to 349, and the rules on valuation and payment in articles 353 to 356. The right of withdrawal is not a free exit: it only exists in the cases specified by law or in those provided for in the company&#8217;s own articles of association.<\/p>\n<h2>Legal grounds that open the exit door<\/h2>\n<p>Article 346 grants the right of withdrawal to partners who did not vote in favour of the relevant resolution, including non-voting partners, in these cases:<\/p>\n<ul>\n<li>Replacement or substantial change of the corporate purpose, that is, genuinely changing the company&#8217;s business.<\/li>\n<li>Extension of the company&#8217;s duration.<\/li>\n<li>Reactivation of the company.<\/li>\n<li>Creation, amendment or early termination of the obligation to provide ancillary services, unless the articles of association state otherwise.<\/li>\n<\/ul>\n<p>In the SL the right of withdrawal has one more ground: changing the rules on the transfer of shares. If the general meeting tightens or changes the rules for selling shares and you did not support it, you can leave.<\/p>\n<p>In addition, in structural changes (mergers, demergers, conversions) partners have a right of disposal or withdrawal under the terms of Royal Decree-law 5\/2023. If that area interests you, we cover it in our article on <a href=\"https:\/\/tecemabogados.com\/en\/fusiones-y-escisiones-malaga-2026-2\/\">mergers and demergers<\/a>.<\/p>\n<h2>Failure to distribute dividends: article 348 bis<\/h2>\n<p>This is the situation that raises the most questions and the one that matters most to minority partners. Article 348 bis grants the right of withdrawal for failure to distribute dividends, but only if several requirements are met at the same time:<\/p>\n<ul>\n<li>The fifth financial year since the company was registered in the Commercial Registry has passed.<\/li>\n<li>The company has made a profit in the three previous financial years.<\/li>\n<li>The general meeting does not agree to distribute as dividends at least 25% of the legally distributable profits of the previous financial year.<\/li>\n<li>The partner has recorded in the minutes their protest at the insufficiency of the dividends approved.<\/li>\n<\/ul>\n<p>There is an important detail: even if those circumstances arise, the right of withdrawal does not apply if the total dividends distributed over the last five years is equal to at least 25% of the legally distributable profits for that period. And all of this applies &#8220;unless the articles of association provide otherwise&#8221;, so it is worth reading them before assuming anything.<\/p>\n<p>The rule does not apply, among other cases, to listed companies, to companies in insolvency proceedings or in refinancing negotiations or agreements provided for in insolvency law, to sports public limited companies or to certain financial institutions.<\/p>\n<h2>Grounds in the articles of association and the role of the shareholders&#8217; agreement<\/h2>\n<p>The articles of association can extend the right of withdrawal to grounds other than the legal ones (article 347). In that case they must set out how the ground is proven, how the right is exercised and the deadline. Adding, amending or removing them requires the consent of all partners.<\/p>\n<p>That is why the time to think about the exit is at the start, not in the middle of a dispute. Well-drafted articles of association and a clear shareholders&#8217; agreement set out in writing how, when and for how much a partner leaves, and avoid arguments that would otherwise end up in court.<\/p>\n<h2>Deadlines for exercising the right of withdrawal<\/h2>\n<p>The deadlines are short and it pays to stay alert:<\/p>\n<ul>\n<li>Resolutions that give rise to the right of withdrawal are published in the Official Gazette of the Commercial Registry (BORME). In the SL, the directors can replace that publication with a written notice to each partner who did not vote in favour.<\/li>\n<li>For the grounds in article 346, the right of withdrawal is exercised in writing within one month of the publication of the resolution or receipt of the notice.<\/li>\n<li>For the dividends ground, the deadline is one month from the date on which the ordinary general meeting was held.<\/li>\n<\/ul>\n<p>Once that month has passed without action, the right of withdrawal is lost for that resolution. If in doubt, record your decision in a verifiable way within the deadline.<\/p>\n<h2>How fair value is calculated and paid<\/h2>\n<p>Once the right of withdrawal has been exercised, the first step is to try to reach an agreement with the company on the fair value of the shares, or on who will value them and by what procedure. If there is no agreement, article 353 provides for them to be valued by an independent expert appointed by the commercial registrar of the registered office, at the request of the company or any of the partners concerned.<\/p>\n<p>The expert has a maximum of 2 months from their appointment to issue the report, and their fees are paid by the company. Once the report has been received, the partner is entitled to collect the fair value of their shares at the registered office within the following 2 months. If the company&#8217;s creditors have a right to object, repayment is delayed by at least 3 months.<\/p>\n<p>Valuing a company properly is at the heart of the right of withdrawal. The criteria are similar to those we explain in our guide to <a href=\"https:\/\/tecemabogados.com\/en\/valoracion-de-empresa-entrada-socio-malaga-2\/\">company valuation for the entry of a partner<\/a>, except that here the partner is going in the opposite direction.<\/p>\n<h2>Recommendations before the next general meeting<\/h2>\n<ul>\n<li>Review the articles of association: they may exclude the right of withdrawal for dividends or add their own grounds.<\/li>\n<li>If you disagree with a decision that opens the exit door, do not vote in favour: anyone who votes in favour cannot withdraw on that ground.<\/li>\n<li>For the dividends ground, ask for your protest to be expressly recorded in the minutes: without it, the right of withdrawal does not arise.<\/li>\n<li>Check that your ownership is correctly recorded in the <a href=\"https:\/\/tecemabogados.com\/en\/libro-de-socios-sl-malaga-2026-2-2\/\">register of partners<\/a>: the company only recognises as a partner whoever is registered.<\/li>\n<li>Count the deadlines from day one and give notice of your withdrawal in writing.<\/li>\n<\/ul>\n<h2>Tecem Abogados supports you in M\u00e1laga<\/h2>\n<p>At Tecem Abogados we study each case individually: we review articles of association and minutes, check whether any ground for the right of withdrawal is met and support you through the valuation and payment. We also draft shareholders&#8217; agreements that settle the exit from day one.<\/p>\n<div style=\"text-align:center;margin:40px 0\">\n<a href=\"https:\/\/tecemabogados.com\/en\/contact\/\" style=\"display:inline-block;background:#1d3d5c;color:#ffffff;padding:14px 32px;border-radius:6px;font-weight:700;text-decoration:none;margin:6px 10px\">Discuss your case with Tecem \u2192<\/a><br \/>\n<a href=\"https:\/\/maps.app.goo.gl\/Non1GwXpEeYK9sqc9\" rel=\"dofollow noopener\" style=\"display:inline-block;background:#4a4a4a;color:#ffffff;padding:14px 32px;border-radius:6px;font-weight:700;text-decoration:none;margin:6px 10px\">How to get to Tecem \u2192<\/a>\n<\/div>\n<h2>Frequently asked questions about a partner&#8217;s exit<\/h2>\n<h3>Can I leave the SL even if no ground applies?<\/h3>\n<p>Without a legal or statutory ground, the company is not obliged to buy anything from you. The remaining route is to sell your shares in line with the transfer rules set by the law and the articles of association, or to negotiate an agreed exit with the other partners.<\/p>\n<h3>What happens if the company does not pay me within the 2 months?<\/h3>\n<p>Once that period has passed, the directors must deposit the amount in your name with a credit institution in the municipality where the registered office is located (article 356).<\/p>\n<h3>Does the company buy my shares or reduce its capital?<\/h3>\n<p>It depends on the general meeting. If it authorises the acquisition, the company buys the shares; if not, after the repayment or deposit, the directors execute a deed of capital reduction without the need for a new resolution (article 358).<\/p>\n<h3>Can the resolution be registered while partners are withdrawing?<\/h3>\n<p>To register in the Commercial Registry the resolution that gives rise to the withdrawal, the directors must declare that nobody has exercised the right within the deadline or that the shares have already been acquired or the capital reduced (article 349).<\/p>\n","protected":false},"excerpt":{"rendered":"<p>The right of withdrawal allows a partner to leave an SL and receive the fair value of their shares. We explain the legal grounds, the dividends case, the deadlines and how the shares are valued.<\/p>\n","protected":false},"author":0,"featured_media":3526,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":"","rank_math_title":"Right of withdrawal in an SL: key exit rules for 2026","rank_math_description":"The right of withdrawal lets a partner leave an SL and receive fair value. Legal grounds, unpaid dividends, deadlines and valuation under Spanish law.","rank_math_canonical_url":"","rank_math_focus_keyword":"right of withdrawal"},"categories":[57],"tags":[291,293,292,276,288],"class_list":["post-3528","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-noticias","tag-derecho-de-separacion","tag-dividendos","tag-ley-de-sociedades-de-capital","tag-pacto-de-socios","tag-sociedad-limitada"],"acf":[],"_links":{"self":[{"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/posts\/3528","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/types\/post"}],"replies":[{"embeddable":true,"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/comments?post=3528"}],"version-history":[{"count":1,"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/posts\/3528\/revisions"}],"predecessor-version":[{"id":3529,"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/posts\/3528\/revisions\/3529"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/media\/3526"}],"wp:attachment":[{"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/media?parent=3528"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/categories?post=3528"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/tecemabogados.com\/en\/wp-json\/wp\/v2\/tags?post=3528"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}