G. Kefalas – Calculation of the Value of the Withdrawing or Expelled Partner's Share in a Greek Personal Partnership

Legal Insight

February 2026

George Kefalas, LLM mult., MSc., PgCert

Summary: According to Greek law governing personal partnerships (Law 4072/2012), a partner who withdraws or is expelled from the company (in addition to claiming the in-kind return of assets contributed for use) is generally entitled to claim the full value of their partnership share. This article addresses the range of legal and practical issues arising from the implementation of this provision.

1. Introduction

Previous articles have analyzed both the right of a partner to withdraw from a partnership and the right of other partner(s) to seek the expulsion of a co-partner. Article 264(1) of Law 4072/2012 provides that: "In the event of withdrawal or expulsion of a partner, the company shall return in kind any objects contributed for use." Paragraph 2 of the same article further states that unless otherwise stipulated in the partnership agreement, the withdrawing or expelled partner is entitled to the full value of their share. An exception applies if a partner withdraws from a fixed-term partnership without good cause; in such case, they are not entitled to the value of their share (Article 261(3)).

Therefore, entitlement to full share value applies to:

• partners exiting an indefinite-term partnership (regardless of good cause),

• partners exiting a fixed-term partnership with good cause,

• and partners who are expelled.

This article examines how courts calculate the value of a partner's share, who is liable to pay it, when the value is assessed, and how payment may be structured.

2. Calculating the Share Value

According to Article 264(2), if the partners do not agree on the share value, it is determined by the court through voluntary jurisdiction procedures as referenced in Article 259(2).

Key determinants include:

• Any existing agreement between the partners.

• Provisions in the partnership agreement, which may define valuation methods (e.g. book value, independent appraiser) or payment terms (e.g. lump sum, installments, cash or in kind).

In the absence of agreement or contractual provisions, the partner must seek judicial (or arbitral, if agreed) determination.

Courts consider:

• The company's full asset base at the relevant time, including claims, goodwill, clientele, trademarks, etc.

• The company’s liabilities.

• The economic performance of the company, both current and expected.

Valuation is often based on market value at the time of the partner's exit. For example:

• Decision 3292/2018 of the Athens Court of Appeal calculated the company’s value based on a recent buyer’s offer adjusted for market downturns.

• Decision 570/2017 of the Thessaloniki Court of Appeal used a prior shareholder agreement but adjusted for the economic crisis and company-specific penalties.

These are exceptions. Usually, no offers or prior agreements exist, and the court must determine value from scratch.

Earlier tax valuation methods (e.g., POL 1055/2003) are no longer applicable under the current Income Tax Code (Law 4172/2013). Article 42 and POL 1032/2015 provide only indicative guidance. Courts now often order accounting expert reports and may combine multiple valuation methods. Example: Decision 69/2024 of the Thessaloniki Court of Appeal emphasized the weighting of multiple methods.

3. Who Bears the Payment Obligation?

Traditionally, only the company was considered liable to pay the share value. However, Supreme Court Decision 1703/2023 changed this by holding that general partners are jointly and severally liable along with the company.

Specifically, under Articles 249(1) and 271(2) of Law 4072/2012, the withdrawing/expelled partner's claim qualifies as a corporate debt, enforceable also against personally liable partners.

4. Timing of Valuation and Payment

Article 261(2) provides that in indefinite-term partnerships, the share value is payable at the end of the fiscal year in which the withdrawal is declared.

In fixed-term partnerships with justified withdrawal, the same applies if there is agreement on justification and share value.

In contentious cases, payment follows the court/arbitral ruling.

For expulsions, payment follows the court decision ordering the expulsion.

Courts may allow installment payments, e.g., Decision 919/2024 of the Thessaloniki Court of Appeal allowed payment of €2,500,000 in monthly €25,000 installments under good faith principles (Article 288 CC) due to special circumstances.

The valuation date is:

• For withdrawal: when the declaration is received by the company and other partners.

• For expulsion: the date of the first-instance court ruling ordering the expulsion.

5. Conclusion

As in most private law matters, valuation of the company and the partner's share depends primarily on agreements between partners and partnership agreement clauses. In their absence, courts (or arbitral tribunals) will determine the value based on material and intangible company assets, debts, and expected performance, applying multiple valuation methodologies where needed.