In 2022, the number of dissolved companies grew by 10.1%, according to the INE. Although differences in the way of understanding the business can trigger a conflict that means the end of the company. To mitigate these risks, the Capital Companies Law is the reference, but the partners’ agreements are a complement that must be taken into account.
preventive function
Antonio Pastorlawyer and partner of Círculo Legal Barcelona, indicates that these mechanisms constitute “The greatest prevention tool, since they allow us to know where to go when this type of situation occurs, preserving the rights of partners and the proper functioning of the company.”
For his part, Jorge Fernández, a lawyer and partner at the same firm, recommends that these pacts “they are signed at the same moment in which the company is constituted” because “establish the rules of operation among the members of society, as well as dispute resolution and situations that may occur during the development of the company’s economic activity”.
He partner agreements catalog it is very wide. From clauses related to the right of drag, accompaniment, arbitration or based on performance to the establishment of reinforced majorities, steps to follow after retirement or death of a partner or issues of non-competition, exclusive or permanence.
Most common conflicts
In 50% companies we would be facing “a war of blocks in which neither of them will give their arm to twist”. A Harvard Business School study concluded that the chances of a company created between friends fails, almost 30% soars. Pastor insists that “a clear roadmap must be established so that economic activity does not come to a standstill and harm the purpose for which the Company was established.”
When a partner is also an administrator, something common in SMEs, “Sometimes you have the feeling that he manages as he pleases without taking into account the rest of the partners”says Pastor. Fernández insists on signing the pact before operating: “If an administrator charges personal expenses in the company account, with a prior agreement he would be excluded. It will be difficult to convince him to sign it later if he knows the consequences ”.
During the approval of the annual accounts, “There is usually the problem that a partner has not been given access to all the documentation related to the issues to be discussed and agreed upon”, something essential to make decisions, says Pastor. The distribution of dividends is also a source of conflict, for example, “when the will to limit the distribution is expressed in order to make a reserve for future investmentssays Pastor.
