Exit clauses
Shareholders want to establish in advance how and at what price one of them may exit the business, or how to resolve a serious disagreement.
Exit clauses are contractual mechanisms for regulating a shareholder's departure; they should not be confused with the statutory withdrawal right provided for by Law 19,550.
- Define the events that trigger an exit
- Choose the mechanism (call option, sale, preemptive right)
- Establish a clear valuation formula
- Set out payment terms and timelines
- Align the clauses with the bylaws
Why plan for exit in advance
Most corporate conflicts worsen when there is no provision for how a shareholder exits. Setting out the terms of departure in advance reduces uncertainty and protects business continuity.
These clauses address scenarios such as voluntary withdrawal, default, death, or a serious disagreement, establishing who may buy, under what conditions and at what value.
Common mechanisms
We work with put and call options, preemptive rights, valuation clauses and pricing formulas, and deadlock-resolution mechanisms, always aligned with the bylaws and Law 19,550.
We design the valuation method with particular care, since it is often the most sensitive point: a clear formula avoids disputes when the exit is carried out.
Common mistakes
- Failing to plan for exit and being locked in with a shareholder in conflict
- Leaving valuation without a defined method
- Confusing exit clauses with the statutory withdrawal right
- Omitting payment terms and guarantees
Frequently asked questions
What is an exit clause?
Is it the same as the statutory withdrawal right?
How is the exit price determined?
Plan for shareholder exits before you need them
We design clear, enforceable exit clauses. Contact us to review your case.
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