Izvorni znanstveni članak
https://doi.org/10.30925/zpfsr.47.1.6
Withdrawal of Business Shares in a Limited Liability Company
Tomislav Jakšić
orcid.org/0000-0002-8798-2208
; Sveučilište u Zagrebu, Pravni fakultet
Mihaela Braut Filipović
orcid.org/0000-0002-2476-545X
; Sveučilište u Rijeci, Pravni fakultet
*
* Dopisni autor.
Sažetak
Given the numerous uncertainties in Croatian legal practice regarding the application, scope, and effects of the institute of withdrawal of business shares in a limited liability company, this paper analyses the legal institute of withdrawal of business shares in a limited liability company with particular emphasis on its role in family-owned companies. The withdrawal of a share in a limited liability company enables the cancellation of that share and, consequently, the termination of membership in the company, which gives rise to a number of legal questions. The analysis begins with the statutory framework laid down in Article 419 of the Croatian Companies Act, followed by an examination of the prerequisites for withdrawal: the contractual regulation in the articles of association, the decision of the competent corporate body, notification of the member, and the requirement of redemption payment in compliance with the rules on capital maintenance. A distinction is drawn between voluntary and compulsory withdrawal, and the effects of withdrawal on membership, third-party rights, and the structure of the share capital are analysed, including the possibility of subsequent adjustment of the nominal amounts of shares or the issuance of a new share. Special attention is devoted to the criteria for determining the amount of the redemption payment, the limitation of its amount, and the consequences where the company lacks funds for payment. In family-owned limited liability companies, the permissibility of withdrawal clauses aimed at preserving the family ownership structure and their interaction with marital property agreements are examined. Based on Croatian and German case law and legal literature, the paper proposes guidelines for drafting valid contractual clauses on the withdrawal of shares in the articles of association of limited liability companies.
Ključne riječi
withdrawal of business shares; limited liability company; family business; redemption; maintenance of the share capital.
Hrčak ID:
346127
URI
Datum izdavanja:
15.4.2026.
Posjeta: 227 *