Shareholder's right of withdrawal

The company has adopted a decision that substantially changes the conditions under which you invested, and you would rather leave and be paid the value of your stake than continue. The law recognizes this right in certain specified circumstances.

When withdrawal can be exercised

Art. 245 of Law 19,550 grants the right of withdrawal to shareholders who voted against, or were absent for, certain resolutions, such as a change of corporate form, extension or renewal of the company's term, transfer of the registered seat abroad, a fundamental change of corporate purpose, and other cases the law lists.

The right must be exercised within the periods set by the law: shareholders present who voted against have five days, and absent shareholders have fifteen days, from the close of the meeting. These are short deadlines that require a prompt decision.

Valuation and reimbursement of the stake

The withdrawing shareholder is entitled to reimbursement of the value of their shares, calculated under the criteria of art. 245, based on the last financial statements prepared or to be prepared. Determining that value is usually the focus of the discussion between the company and the withdrawing shareholder.

We assess whether withdrawal is available, whether the deadlines were met, and the correctness of the valuation, to ensure that the reimbursement reflects the true value of the stake.

Common mistakes

• Letting the five- or fifteen-day deadlines under art. 245 lapse
• Exercising withdrawal in response to decisions that do not legally qualify
• Failing to give reliable notice of the withdrawal
• Accepting a valuation of the stake without checking the calculation
• Confusing withdrawal with a simple sale of shares to third parties

Frequently asked questions