Shareholder Exit Schedule — a safe Exit for every party
Most company agreements in Poland end with a standard template from the internet that does not provide for the moment of parting. When one partner wants to leave, emotions, account blocking, and decision-making paralysis begin, which in 83% of cases leads to a drop in company turnover already in the first quarter of the conflict.
Why the lack of a plan costs 38,400 PLN?
In July 2023, we conducted mediation for a Warsaw spare parts wholesaler where two founders could not agree on the value of 40% of shares. Due to the lack of specific provisions in the agreement, the case almost went to court, which would have generated court entry and representation costs at the level of 38,400 PLN already at the start. Without a clear exit schedule, partners lose not only money but above all time that they should devote to serving 12 key contractors. The lack of a procedure makes every valuation attempt treated as a personal attack rather than a business calculation.
The 50/50 principle at Forum Sovereignty assumes that both parties must feel safe at the time of signing the documents. We repair the share structure so that everyone knows how much money they will receive within 14 days of submitting their resignation. Introducing a simple 'buy-sell' mechanism allows avoiding a situation in which one partner blocks company development for 7 months, waiting for a better offer. Real data shows that companies with a ready exit plan are valued by external investors 14% higher than those with a mess in the paperwork.
Facts matter, not emotions. A clear entry in the agreement is the only insurance policy that works in conflict.
Three methods of share valuation without quarrels
The simplest way to avoid disputes is to establish a permanent valuation method already in March each year, immediately after approving the financial report. At Forum Sovereignty, we recommend a method based on 3.2 times the average EBITDA profit from the last 24 months. This cuts all speculation about 'sentimental value' or 'market potential' that often appear in negotiations. In October 2024, we helped a transport company implement this system, which shortened the process of transferring shares from the planned 6 months to just 19 days.
The second method is valuation by an independent appraiser but with a pre-determined cost limit. We often encounter situations where an expert values a company at 120,000 PLN and the invoice for his work is 14,000 PLN. This is absurd. We introduce a provision to agreements that the valuation cost cannot exceed 3% of the transaction value. Thanks to this, each party knows where they stand. The third way is the 'shoot-out' mechanism – one partner proposes a price, and the second decides whether they buy or sell their shares for that amount. This forces honesty.
Payment terms and pre-emptive right
A safe Exit is not just an amount but also the time of its payment. We saw cases where a company had to declare bankruptcy because it had to pay a partner 156,000 PLN within 3 business days. This is a straight path to loss of financial liquidity. We introduce an installment schedule, usually spread over 4 quarters, which allows the company to function normally and pay invoices to suppliers. The first installment of 25% is payable within 7 days, and the rest at safe time intervals, which stabilizes the budget.
The pre-emptive right for the remaining partners must be precise. We set a stiff deadline of 21 days for submitting a declaration of exercising this right. If the partner does not make a decision during this time, the shares can go to a third party, but only on the condition that they accept the cooperation regulations. At Forum Sovereignty, we ensure that the new investor does not break the developed structure from the inside. In 2022, we saved a 3-person company in the construction industry in this way, blocking the entry of an unfair competitor.
Mediation instead of the court path
Our experience from 47 conducted mediations shows that the court is the worst place to divide company assets. The average duration of a case for partner exclusion in Warsaw is currently 32 months. During this time, the company is paralyzed, and clients leave for the competition. We act specifically and without going to court. Our mediation process usually lasts from 3 to 5 meetings, after which we have a ready annex to the articles of association, signed at a notary. This saves about 22,000 PLN in operational costs alone.
During the meetings, we focus on parity. If one partner brought capital and the other know-how, then their contribution must be valued fairly at the time of parting. We don't look for the guilty, we just repair the share structure. In March 2024, we resolved a dispute in a marketing agency, where the profit sharing conflict had lasted for 9 months. Thanks to mediation, the partners parted in agreement, and one of them founded a new business, using a base of 14 non-competitive clients that we jointly separated in the settlement.
We repair relationships so that business can continue. Exit is just another project to settle.
