Right of Withdrawal in Professional Companies: Immediate Effectiveness and Loss of Shareholder Status

The recent Judgment of the Madrid Court of Appeal (Section 28), No. 330/2025, dated 27 October, addresses the point in time at which a professional shareholder loses such status after exercising the right of withdrawal in a professional company.

This decision is particularly relevant because it rejects the automatic application of the consolidated case law doctrine developed for capital companies, reaffirming the autonomy of the regime set forth in the Professional Companies Act (hereinafter, the “PCA”).

1. The Issue: Two Legal Regimes and an Apparent Contradiction

The dispute arises between a professional limited liability company and one of its shareholders, which is also a professional limited liability company. The claimant shareholder challenges all resolutions adopted at an extraordinary general meeting held in February 2020.

The peculiarity of the case lies in the fact that the claimant had exercised its right of withdrawal on 27 June 2019, i.e., prior to the general meeting whose resolutions it sought to challenge.

In this case, the claimant argues that, since the Companies Act (hereinafter, the “CA”) applies subsidiarily to the PCA, the case law of the Supreme Court interpreting the withdrawal regime in capital companies should also apply. In particular, it relies on the doctrine established by the Supreme Court in Judgments 46/2021 of 2 February and 64/2021 of 9 February, according to which:

• – A shareholder who exercises the right of withdrawal does not lose such status until the company reimburses the fair value of its shares.
• – Until such reimbursement occurs, the shareholder retains both political and economic rights, including standing to challenge corporate resolutions.

Likewise, the claimant invokes, as an alternative basis for its standing, the existence of a legitimate interest pursuant to Article 206 of the CA. It also relies on the doctrine of perpetuatio legitimationis, arguing that at the time of the general meeting, the filing of the claim, and even the issuance of the expert report, it still held ownership of the shares.

Accordingly, the legal issue focuses on determining:

• – The point in time at which a professional shareholder loses its status after exercising the right of withdrawal.
• – Whether the doctrine of legitimate interest, under Article 206 of the CA, may serve as a basis for standing.

2. The Court of Appeal’s Approach: The Intuitu Personae Nature of Professional Companies

The starting point is Supreme Court Judgment No. 4/2021 of 15 January, which recalls that Article 13.1 of the PCA provides, with respect to professional shareholders, that the right of withdrawal is “effective from the moment it is notified to the company.”

In this regard, both Supreme Court Judgment No. 4/2021 of 15 January and Judgment No. 46/2021 of 2 February consider that Article 13.1 of the PCA cannot be generalised or extended to capital companies, for the following reasons:

• The contribution of work is assigned in consideration of the personal qualities of the shareholder in a professional company.
• The personal burden entailed by the provision of services by the shareholder.
• The existence of a special working community.
•  The conduct and personal circumstances of shareholders have a significant impact on the others.

Thus, these rulings distinguish the effects of exercising the right of withdrawal in a professional company from those applicable in capital companies, justifying the differences between both regimes.

In this context, the intention to withdraw has an immediate disruptive effect on the professional company. For this reason, maintaining the corporate relationship until effective reimbursement would be incompatible with the nature of this type of company, unlike in capital companies, where such a solution has been accepted by case law.

The Court of Appeal states this clearly: a person who no longer wishes to be part of the professional community cannot retain political rights allowing them to influence the management of those who continue to pursue the common Project.

As regards the legitimate interest invoked by the claimant, the Court dismisses this argument on two main grounds:

• In the statement of claim, standing was based exclusively on the claimant’s status as a shareholder and not as a third party; therefore, this argument was introduced out of time and constitutes a modification of the cause of action.
• Legitimate interest cannot be presumed or asserted in abstract terms; it must be specifically alleged and substantiated in relation to each of the challenged resolutions.

Similarly, the invocation of perpetuatio legitimationis—a procedural principle ensuring the continuity of standing—also fails. The Court clarifies that standing must be assessed based on the situation existing at the time the claim is filed. At that time, the claimant had already lost its status as a shareholder by direct application of Article 13 of the PCA, and therefore lacked standing.

3. Conclusion

The Judgment of the Madrid Court of Appeal (Section 28), No. 330/2025, of 27 October, reaffirms that:

• Case law developed for capital companies cannot be automatically extended to professional companies.
• Under the CA, a shareholder retains its status until the effective reimbursement of the value of its shares, whereas under the PCA a special regime applies, characterised by the immediate effectiveness of the right of withdrawal upon notification, consistent with the intuitu personae nature of professional companies.
• The subsidiary avenue of grounding standing on the existence of a legitimate interest under Article 206.1 of the CA may constitute an appropriate mechanism in cases such as the one at issue, provided it is properly pleaded in the statement of claim, with specific justification linked to the challenged resolutions, and with the claimant acting as a duly entitled third party. However, such a basis for standing cannot be introduced out of time, nor can reliance be placed on perpetuatio legitimationis where shareholder status had already been lost at the time the claim was filed.

In short, proper drafting of the articles of association and careful management of the shareholder’s exit process are essential to prevent disputes and ensure the stability of the professional venture.