Pursuant to Article 226(1)(b) of Law No. 31/1990, a shareholder in a limited liability company (SRL) may withdraw “with the consent of all the other shareholders.” Under paragraph (3) of the same article, the rights of the withdrawing shareholder, corresponding to his/her shares, are determined by agreement between the shareholders or by an expert appointed by them, and, in the absence of agreement, by the court. The costs of valuation are borne by the company.

At first glance, the legal mechanism appears straightforward.

However, a closer analysis raises a question: who actually bears the cost of the withdrawal, and on whom do the economic effects of this operation ultimately fall?

Where one of two shareholders withdraws with the consent of the other, the company continues its existence with a sole shareholder. The withdrawing shareholder becomes entitled to the consideration for his/her shares, corresponding to his/her participation in the company’s assets.

The economic effects are evident: on the one hand, the company’s assets are reduced by the payment made to the withdrawing shareholder; on the other hand, the remaining shareholder becomes the sole shareholder without personally bearing the cost of the former partner’s exit.

This raises the following questions: should the withdrawal of a shareholder be regarded solely as a mechanism for restructuring the internal relations between shareholders, or may it, in certain circumstances, also raise issues of creditor protection, given its impact on the company’s assets? Where should the boundary be drawn between respect for the shareholders’ autonomy and agreement, on the one hand, and the creditors’ entitlement to rely on the company’s assets as their common security, on the other?