What steps should be taken to leave a company?

The steps to take to leave a company depend on the roles held by the person concerned. The same person can be a shareholder, director, manager, or employee, and hold several of these positions.

It is important to distinguish each of these roles, since ending one of them does not automatically end the others.

Depending on the circumstances, it may be necessary to:

• sell or transfer the shares held in the company;
• to have the shares repurchased or purchased by the company through private agreement, where permitted;
• resign as a director;
• terminate the functions of a manager;
• to terminate the employment relationship, where appropriate;
• check which obligations continue to apply after departure;
• prepare the resolutions and other necessary documents;
• update the minutes book and the relevant corporate records;
• to make the required declarations and updates to governmental or regulatory authorities, where applicable.

When a person is a shareholder, their departure generally requires a transaction involving their shares. Simply resigning is not enough to cause them to lose their shareholder status. Depending on the circumstances, their shares may be sold or transferred to another person, or be subject to a buyback or private purchase by the company, provided the applicable conditions are met.

When a shareholder also serves as a director or officer, separate procedures may be required to terminate those roles. The sale, transfer, repurchase, or purchase of their shares does not automatically terminate their duties as a director or officer.

Before proceeding, it is important to check the company's articles of association, the shareholders' agreement, if one exists, as well as any contracts that may govern the functions or obligations of the person leaving the company.

The departure may also entail legal, tax and financial consequences which should be assessed before determining the structure of the operation.

After departure, it may also be necessary to update information relating to persons exercising control over the company, where required by applicable rules and the departure results in a change in this regard.

In summary , leaving a company may require several distinct steps depending on whether the person is a shareholder, director, officer, or employee. It is necessary to determine separately how to terminate each of these roles and ensure that the required documents, records, and declarations are properly updated.