Legal Options for the Exit of a Spouse-Partner

The end of a marriage or cohabitation represents a moment of great emotional and financial complexity. When both spouses are also partners in the same company, the situation becomes even more complicated, intertwining personal dynamics with delicate corporate balances. Managing a spouse's exit from the partnership without harming the business requires clarity, expertise, and a clear legal strategy. This guide outlines the legal options available to navigate this transition in an orderly manner and protect the interests of all parties involved.

Italian law offers various tools to manage changes in the partnership. The choice of the most suitable solution depends on numerous factors, including the company's legal form (partnership or corporation), the provisions of the articles of association and any shareholders' agreements, and the parties' willingness to reach an agreement. The main avenues available are the sale of shares, withdrawal, and, in specific cases, the exclusion of a partner.

Sale of Shares

The sale of shares is the most common and often the most desirable solution. It consists of transferring the exiting spouse's stake to another party. This buyer can be the other spouse-partner, a third party, or other existing partners in the company. The crucial element of this operation is the determination of the economic value of the shares. An objective valuation, conducted by an independent expert, is essential to avoid future disputes and ensure fair compensation. It is also important to check if the company's articles of association include pre-emption clauses, which oblige the exiting partner to offer their shares to other partners first.

The Right of Withdrawal

Withdrawal is the act by which a partner unilaterally expresses their intention to leave the company. The grounds for withdrawal are established by law and can be supplemented by the articles of association. In corporations (such as S.r.l. and S.p.A.), withdrawal is permitted only in specific circumstances, such as a significant change in the company's object or the transfer of its registered office abroad. In partnerships, if the company is established for an indefinite period, withdrawal is generally freer. Exercising the right of withdrawal entitles the partner to receive a sum of money corresponding to the value of their stake, calculated according to the criteria established by law or the articles of association.

The Importance of Shareholders' Agreements

Shareholders' agreements are agreements made between partners to regulate aspects not covered by the articles of association. In the context of marital breakdown, a well-structured shareholders' agreement can be a decisive tool. It can, for example, provide for specific clauses (so-called 'drag-along' or 'tag-along') or establish in advance the criteria for valuing shares and the methods of liquidation in the event of separation or divorce between the spouse-partners. Having foreseen these eventualities in advance can greatly simplify crisis management, transforming a potential conflict into an orderly process.

The Approach of Studio Legale Bianucci in Milan

Addressing the financial and corporate separation of two spouses requires an approach that integrates expertise in family law and corporate law. Lawyer Marco Bianucci, with extensive experience in managing family crises impacting businesses in Milan, adopts a strategy aimed at protecting both the client's personal assets and the company's operational continuity. The primary objective is always to seek a consensual solution that allows the spouse's exit from the company through a balanced and sustainable agreement.

The firm's approach is structured in several phases. It begins with a detailed analysis of the articles of association, shareholders' agreements, and the company's financial situation. Subsequently, the shares are valued, and all possible options are explored, outlining the advantages and disadvantages of each to the client. As an expert lawyer in managing complex corporate and family matters in Milan, lawyer Marco Bianucci assists the client in negotiations with the other party, with the aim of reaching an agreement that prevents lengthy and costly litigation and protects the company's future.

Frequently Asked Questions

What happens to company shares in case of community property?

If spouses are under a legal community property regime, shares in an S.r.l. acquired by one spouse after marriage are part of the community property. However, the status of partner belongs only to the spouse who physically subscribed to the deed. In case of separation, the value of these shares must be divided equally, but this does not automatically grant the other spouse the right to become a partner. Managing this situation requires careful legal analysis to correctly liquidate the value due to the non-partner spouse.

Can my spouse force me to sell my company shares?

No one can be forced to sell their property against their will, including company shares. However, during separation or divorce proceedings, a judge may issue orders that indirectly affect the management of shares, especially if they constitute the main source of income for the family's maintenance. It is essential to be assisted by a lawyer to assert your rights and negotiate the best terms.

How is the value of S.r.l. shares calculated during a separation?

Valuing S.r.l. shares is a complex operation that is not based solely on net book value. Various financial methods (asset-based, income-based, mixed) are used to estimate the company's actual value, also considering goodwill and future prospects. Generally, it is advisable to entrust the appraisal to a third-party, independent professional, such as an accountant or auditor, to ensure an objective result and reduce the risk of disputes.

Is it possible to exclude a partner just because they are my ex-spouse?

No, the end of the marital relationship is not in itself a just cause for excluding a partner. Exclusion is a very serious measure, applicable only for particularly serious breaches provided for by law or the articles of association (e.g., acts of unfair competition or violation of partner duties). Attempting to exclude a partner without valid legal grounds can expose the company to claims for damages.

Request a Consultation for Your Case in Milan

The overlap between family matters and corporate dynamics requires careful and professional management to prevent personal crises from turning into business crises. If you are facing this delicate situation and wish to understand the most effective solutions to protect your interests and those of your business, you can contact Studio Legale Bianucci. Lawyer Marco Bianucci offers an initial consultation to analyze your specific case, with offices at Via Alberto da Giussano, 26 in Milan, and to define the most appropriate legal strategy.