The foundation deed determines when the partner can withdraw from the company and the relevant procedures.

In any case the right of withdrawal is the responsibility of shareholders who did not allow the change of the object or the type of company, its merger or scission, the revocation of the state of closure to the transfer of headquarters abroad, to the elimination of one or more cause for withdrawal imposed by the foundation deed and the completion of transactions which entail a substantial modification of the company object determined in the foundation deed or a significant modification of the rights granted to the shareholders pursuant to article 2468, fourth clause.

It remains except to the provisions on withdrawal for companies subject to management and supervision and coordination activities.

In the case of companies contracted for unlimited time the right of withdrawal competes to the member in any moment and can be executed with a notice of at least one hundred and eighty days; foundation deed may provide a notice period of longer duration provided that no more than one year.

Shareholders who recede from company have the right to obtain a refund of its investment in proportion to the company’s assets.

For this purpose it is determined by taking account of its market value at the time of the declaration of withdrawal; in case of disagreement, the determination is made by the sworn report of an expert appointed by the court, which also provides on costs, at the request of the more diligent party; it applies in this case the first clause of article 1349.

The refund of the shareholdings for which it was exercised the right of withdrawal must be made within one hundred and eighty days from the notification of the same made to company.

It can also be acquired through purchase by the other shareholders in proportion to their holdings, or by a third by mutual consent identified by such business partners.

If it does not, the refund shall be made using available terms, or in absence, at the same time reducing the share capital; in the latter case it applies article 2482 and, if on the basis of it, it is not possible to refund the shareholdings of the withdrawing business partner, the company is placed under closure.

The withdrawal cannot be exercised and, if already exercised, is ineffective, if the company revoke the resolution that the legitimate or if it is decided to dissolve the company.


In this regulatory background, Studi Professionali Associati analyzes, already at the stage of constitution of the company, specific statutory provisions addressed to safeguard certain interests of members in relation to what in object.

In particular, with the expression of the “exit strategy“, it subtends a concept to designate the planning of a management oriented in a transition from a current situation, generally unwanted.

More precisely, it is a strategy, implemented through the inclusion of certain statutory provisions, addressed to delineate a viable way out of the business partner by the company.

Studi professionali Associati offers consulting services specialized in Exit Strategy, please fill out the contact form to arrange a first meeting.