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How to dissolve a company if one of the partners does not want to

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How to dissolve a company if one of the partners does not want to

Cómo disolver una empresa si uno de los socios no quiere
How to dissolve a company if one of the partners does not want to

How to dissolve a company if one of the partners doesn’t want to: two people don’t live together if one doesn’t want to

The client in front of us today asks us this question. He is a partner in a company in which he no longer wants to be and wants it to be dissolved even though the company does not suffer losses or is in legal cause for dissolution .

The first question that arises is of transcendental importance: what is the percentage of participation of him in that company? Here, as is logical, there are 3 options: being a majority shareholder, being a minority shareholder or having 50% of the company, although in practice, there would be two possible solutions as we will see below.

Solutions to dissolve a company if a partner does not want to

Whether a partner is a majority or a minority partner, they must request the administrator (or do so directly if the administrator is the administrator) to call a general shareholders’ meeting where, as the only point of order of the day, is the adoption of the decision of liquidation and dissolution of the company.

The reasons that will support this majority decision are included in art. 363 of the Ley de Sociedades de Capital:

  • Due to the cessation of the period of activity that constitutes the corporate purpose of the company. The jurisprudence has understood that this cessation must have a duration of more than one year.
  • For the conclusion of the corporate purpose. This usually occurs in those companies that are not established for an indefinite duration but to achieve a specific objective. In practice, these are exceptional cases.
  • Due to manifest impossibility of achieving the corporate purpose. This is the reason used in all cases of companies with opposing partners, although it varies depending on whether you are a majority or a minority. In the first case, the argument is that if all the activity of the company directed by the administrative body is continually questioned and hindered by the minority shareholder(s), it makes it impossible to carry out the corporate purpose. The minority, on the other hand, would argue that this direction of the company’s activity is completely wrong to achieve the social objective set in the bylaws.
  • Due to paralysis of corporate bodies that prevent the proper functioning of the company. This is the assumption for those companies where there are two blocks of partners with 50% of the capital each. The confrontation, in this case, would “de facto” paralyze the activity since it would not be possible to approve any executive measure without the vote against it by the same social mass that supports it.

It is clear that if our dear client is in the majority, he will get the approval of the corporate dissolution without much difficulty.

On the other hand, if your position is a minority or you are in possession of 50% of the share capital, you must go to the courts of justice once vote against his proposed dissolution.

In both cases, we are faced with a need to prove the cause of dissolution.

The majority must argue said cause at the Shareholders’ Meeting because, if it does not do so, its decision can be challenged by the minority party alleging lack of it.

In the case of the minority with even more reason. The lawsuit to be filed must argue and be supported by evidence, that the company has faced one of the assumptions established in art. 363 of the Capital Companies Law in order to obtain a favorable judicial resolution at his request.


In short, it is a case very similar to the division of the common thing. If two people do not want to share a property, they can request a judicial sale at public auction. Here the equivalent would be the dissolution to put an end to a common project that no longer makes sense to continue sharing.


Cómo disolver una empresa si uno de los socios no quiere

Luis Ester Casas
Lawyer expert in Civil and Commercial Law


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