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Amendments to the partnership agreement during the lifetime of the company

Throughout the life of the company the partners may modify the partnership contract but this requires a unanimous vote, unless otherwise agreed and except for the case in which the company were to be turned into a  stock company, for mergers and spin offs, in which cases (unless otherwise decided in the shareholders’ agreement on which you should be advised by your notary) a simple majority is required by law.  The majority is established on the basis of the share of profits attributed to each shareholder. The partner who does not agree on the amendment has the right of withdrawing from the company.

Changes in the company membership (for example transferring one’s share to another person or inheritance of a share as a result of the death of the original shareholder) and changes in the corporate purpose are considered to be amendments to the partnership agreement.

Transferring the shares held may be agreed upon beforehand by including a clause in the Memorandum of Association stating that shares may be sold and that members who die can be succeeded by their heirs.