Leaving a limited company partnership / preliminary injunction

Article 332 of the Companies Act regulates withdrawal from a company, thus the agreement or articles of association determine the terms and conditions, procedure and consequences of leaving the company. Furthermore, a company member may file a lawsuit in order to leave the company if the other company members or bodies have caused him harm or if he is prevented from meeting his obligations, or if the company imposes disproportionate obligations on him.

Article 269 of the Law on Civil Procedure stipulates that a preliminary injunction may be awarded if the petitioner makes the existence of the claim or right probable, and if there is a risk that without such injunction the party opposing the injunction could prevent or significantly impede the realization of the claim, in particular by alienating, concealing, encumbering or otherwise disposing of their property or by changing the existing state of affairs or otherwise adversely affecting the rights of the petitioner.

In a case where this office represents the plaintiff in court proceedings for withdrawal of a member from a limited liability company pursuant to Article 332, Paragraph (2) of the Companies Law of FBiH (dispute value BAM 5,000,000.00 or EUR 2,5564,594.05), the Municipal Court in Zenica, in case number 43 0 P 230804 23 Mo of 20 June 2023, imposed a preliminary injunction and the opposing party was prohibited from undertaking any activities related to  inventory transfer, alienation, concealment, encumberment or disposal of immovable property, etc.

In the further course of the proceedings, the Decision on the Imposition of a Preliminary Injunction 43 0 P 230804 23 Mo of 20 June 2023 was replaced by the Decision on the Imposition of an Injunction, and upon appeal from the opposing party the Cantonal Court in Zenica, on 1 August 2023, upheld the Decision of the first instance court in the case number 43 0 P 230804 23 Mo, thus fully protecting the rights of the plaintiff/injunction petitioner at this stage of the proceedings.

Considering that Article 332, Paragraph (2) of the Companies Law states that a member that has withdrawn or a member that was excluded has the right to compensation for the market value of the share on the date of termination of membership, it is necessary to protect the plaintiff’s rights by means of a preliminary injunction in order to prevent the defendent from disposing of the company’s assets with the aim of reducing the market value of the company or the share.

If you need counseling concerning the procedure for leaving a limited company partnership or preliminary injunction as a company, company member, director or founder, or if you need a business lawyer in Sarajevo for your company or for your business idea, then you are at the right place with us and you can contact our corporate lawyers directly by phone (+387 62 342 463), WhatsApp, Viber or email (rasid@haracic.ba).