The Withdrawal of a Shareholder from a Limited Liability Company is governed by Article 226 of Law no. 31/1990, which provides:
“(1) A shareholder in a general partnership, limited partnership, or limited liability company may withdraw from the company:
a) in the cases provided for in the articles of incorporation;
a1) in the cases provided for in Article 134;
b) with the consent of all the other shareholders;
c) in the absence of provisions in the articles of incorporation or where unanimous consent cannot be obtained, the shareholder may withdraw for justified reasons, based on a court decision, which is subject only to appeal.
(11) The right of withdrawal may be exercised, in the cases provided under para. (1) letters a) and b), within 30 days from the publication of the general meeting’s resolution in the Official Gazette of Romania, Part IV. The provisions of Article 134 para. (21) shall apply accordingly.
(2) In the situation provided under para. (1) letter c), the court shall also decide, by the same ruling, on the structure of the shareholding in the company’s capital.
(3) The rights of the withdrawing shareholder, due for his or her shares, shall be established by agreement of the shareholders or by an expert appointed by them or, in case of disagreement, by the court. The evaluation costs shall be borne by the company.”
This material focuses on the provisions of Article 226 para. (1) letter c) of Law no. 31/1990, namely withdrawal based on a court ruling for justified reasons.