The issue, the subject of this article, is legally regulated in Art. 125, para. 3 of the Commercial Law, which stipulates that when a partner in a limited liability company terminates his participation in the company, the property consequences are settled on the basis of an accounting balance at the end of the month in which the termination occurred. The specified provision determines the moment of drawing up the accounting balance, according to which his claim will be calculated. The judicial practice (Decision No. 224/2010 of the Supreme Court of Appeal) accepts that this legal provision is of an imperative nature and the partners cannot overcome neither with an agreement to the contrary nor with a stipulation in the partnership agreement. Such a stipulation would be void based on Art. 26, para. 1 of the ZZD. Jurisprudence, on the other hand, is not clear regarding the “dimensions/nature” of this imperative character and the question remains open whether it is only about the amount due and the way of its calculation /certainly imperative/ or about the way of payment of cases of the partner. Therefore, the question arises as to whether it is mandatory to satisfy the departed partner only by paying a sum of money or the property issues related to the relationship can be resolved using assets of a non-monetary nature as well, on the basis of mutual agreement between the parties (the partner as creditor and the company as debtor). It seems that the law is not clear enough on this point.
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