The taxable amount
The difference between what you receive and the tax-recognised cost of the holding, which includes the payments you have made into the company.
Companies · Leaving the company
Shareholder withdrawal from an SRL
Leaving a company is not like selling a car: withdrawal (recesso) can only be exercised in the cases provided for, the share is valued according to set criteria, and repayment follows a mandatory sequence. Outside those cases, the only route is to find a buyer.
01 · The grounds
When a shareholder can withdraw
Withdrawal is not a general right: it can only be exercised in the cases provided for by law or by the articles of association. In an SRL (Italian limited liability company) the legal grounds cannot be overridden, and those in the articles are added to them.
- A change to the company's objects or to the type of company.
- A merger or demerger of the company.
- Revocation of liquidation.
- Transfer of the registered office abroad.
- Removal of grounds for withdrawal set out in the articles.
- A change to special rights granted to individual shareholders.
- Carrying out transactions that substantially change the company's objects or the shareholders' rights.
- In companies formed for an indefinite term, withdrawal is free, with notice.
- The articles of association may provide further grounds, with the related procedures.
- A shareholder who took part in the decision by voting in favour cannot withdraw on those grounds.
- Withdrawal may be partial, if the articles allow it.
- The right must be exercised within the time limits set by the articles or by law.
In companies formed for an indefinite term, withdrawal is always possible, with at least one hundred and eighty days' notice. That is why many SRLs are set up with a fixed duration: with no end date, any shareholder can leave whenever they like and the company has to find the resources to pay them out.
02 · How it is exercised
How to exercise the right of withdrawal
Withdrawal is a unilateral act by the shareholder: it does not need the consent of the others, but it must be notified in the form and within the time limits provided for.
The notice
It must be sent to the company by a means that proves the date: registered letter or PEC (certified email). It must state the grounds and the shares for which you are withdrawing.
The time limit
The articles or the law set the time limit, running from when you learn of the event that entitles you to withdraw. Once it has passed, the right is lost.
When it takes effect
Withdrawal takes effect according to the rules in the articles; from that moment the shareholder is entitled to be paid out for the share.
Revocation
Withdrawal ceases to have effect if the company revokes the resolution that gave rise to it, or resolves to wind up.
Mistakes that cost you the right
Almost all of them concern form or timing.
- Notice sent after the time limit in the articles
- Notice without a provable date
- Withdrawal by someone who voted for the resolution
- Grounds relied on that are provided for neither by law nor by the articles
03 · The payout
How the value of the share is determined
This is the point every dispute turns on. The law sets the criterion: the value must be determined taking into account the market value of the holding at the time the withdrawal is declared.
- It is not based on the nominal value of the share, nor on book net assets alone.
- The actual value of the business is considered: goodwill, earnings prospects, property at current values.
- If there is disagreement, the value is set by a valuer appointed by the court, with a sworn report.
- The articles may set their own valuation criteria, provided they do not empty the right of meaning.
- Shareholder loans remain separate claims: they are not mixed up with the value of the share. See shareholder loans.
- The value determined in this way is also relevant for tax purposes for the departing shareholder.
The difference between book net assets and actual value can be huge, in either direction. A company with property bought twenty years ago is worth much more than the balance sheet says; one whose goodwill depends personally on a shareholder who is leaving may be worth much less.
04 · Who pays
How the share is paid out, and from what resources
The law sets out a precise sequence of methods, to be tried in order.
- Repayment must take place within the time limit set by law from the notice of withdrawal.
- A capital reduction is subject to objection by creditors.
- If the objection is upheld and the reduction cannot go ahead, the company is wound up.
- Until repayment, the withdrawing shareholder remains a shareholder for certain purposes.
- The company cannot pay out the share if this would bring the capital below the minimum without the measures that follow from it.
| Order | Method |
|---|---|
| First | Purchase of the share by the other shareholders, in proportion |
| Second | Purchase by a third party identified by the shareholders |
| Third | Repayment from the company's available reserves |
| Fourth | A corresponding reduction of the share capital |
| If none is workable | Winding up of the company |
05 · Taxation
Tax treatment for the departing shareholder
Not all of the sum received is taxed: only the part that exceeds the tax cost of the holding.
How it is classified
For an individual shareholder, the excess is normally treated as investment income (reddito di capitale), taxed under the applicable rules.
For a corporate shareholder
Separate rules apply, with possible partial exemption regimes where the conditions are met.
The cost of the holding
It must be reconstructed precisely: initial contributions, capital increases subscribed, capital contributions, loans waived.
For the company
The repayment is not a deductible cost: it is a return of equity.
The records
The valuation report and the historical movements in net equity are the basis for supporting the calculation.
Reconstructing the tax cost of the holding is the most laborious part and the most neglected. A shareholder who over the years has subscribed capital increases and waived loans has a tax cost much higher than the initial contribution, and therefore a much lower taxable amount.
06 · Other routes
Alternatives to shareholder withdrawal
Withdrawal is the most confrontational route and the slowest. There are almost always options that work better for both sides.
- Sale of the share to the other shareholders or to a third party, at an agreed price: this is the quickest route. See transfer of shares.
- Purchase by the company of its own shares, within the limits allowed.
- Demerger, when the shareholders want to split the lines of business between them rather than be paid out.
- A settlement agreement covering the exit, payment timing and mutual security.
- Winding up and liquidation, when nobody wants to carry on.
- Where the conflict runs deep, withdrawal remains the tool that ensures you can leave in any case, and that is why it exists.
An agreed sale has one decisive advantage: the price is set by the parties, not by a court-appointed valuer. And the company does not have to find the resources for the repayment, because the money comes from the buyer.
Frequently asked
The questions that keep coming up
Can I leave the company whenever I want?
Only if the company is formed for an indefinite term, with at least one hundred and eighty days' notice, or if one of the grounds for withdrawal provided for by law or by the articles applies.
Outside these cases there is no general right to leave: the only route is to sell your share to someone willing to buy it, the other shareholders or a third party.
How much do they have to pay me for my share?
The market value of the holding at the time the withdrawal is declared, which takes into account the actual value of the business: goodwill, earnings prospects, property at current values.
It is not the nominal value of the share, nor book net assets alone. If there is disagreement, the value is set by a valuer appointed by the court, with a sworn report.
The company says it does not have the money to pay me out.
The law sets a sequence: first purchase of the share by the other shareholders, then by a third party, then repayment from available reserves, and finally a capital reduction.
If none of these routes is workable, for example because creditors object to the reduction, the company is wound up. A lack of cash does not cancel the withdrawing shareholder's right.
I voted in favour of the merger. Can I still withdraw?
No. The right of withdrawal belongs to shareholders who did not take part in the decision: if you voted in favour, you cannot then withdraw on the strength of that same resolution.
It does belong to those who voted against, abstained or were absent. This is something to assess before the shareholders' meeting, not after.
Let's talk
An agreement almost always costs less than withdrawal
Before starting the procedure, it is worth checking whether an agreed sale solves the problem better, and more quickly.