The exclusion of a shareholder can happen automatically in the event of dissolution, reorganisation or liquidation of a shareholder. It can also happen in the situations described in Made in Law proposed bylaws as, for example, the change of control of the legal person shareholder, the merger or demerger of the legal person shareholder, civil or criminal conviction against a partner causing injury to the company, etc.
The exclusion is pronounced by a collective decision of the shareholders convened in a General Assembly. By law, the shareholder whose exclusion is likely to be imposed must be notified and vote. Similarly, the exclusion decision should be notified to the shareholder excluded under the conditions stated in the bylaws.
Once passed, the exclusion decision comes into effect from its pronouncement and all shares held by the excluded shareholders must be sold within a period stated in the bylaws. In return for the forced cession of their shares, the redemption price of the shares of the excluded shareholder is determined by agreement or, failing that, by an expert.
The decision must appear in the register of movements of the shares of the company.