The partnership agreement, which allows for the contractual exclusion of partners,
must specify the conditions, procedure, and consequences of such exclusion.
It should also outline the for determining the suitability of the monetary
equivalent (severance pay) entitled to the excluded partner, whose business
share will be terminated as a result of the exclusion. The social contract may
establish the severance pay based on various criteria and standards, which can
include measurable data, such as the book value of the business share at a specific
point in time. The provision of Article 502 (6) of the Slovenian Companies
Act (Zakon o gospodarskih družbah – ZGD-1), which refers to "estimated
value”, does not mandate the compulsory execution of an external valuation
by independent external appraisers. This is because the concept of "estimated
value” may also align with the value of a business share, as determined within
the scope of permissible autonomy by the partnership agreement, as deemed
appropriate by the partners themselves. Thus, the concept of "assessed value”
can also reflect a value based on bookkeeping data on the ratio between the
share capital and the share capital(s) of the excluded partner.
Key words: partnership agreement, limited liability company, partner, business
share, valuation, book value.