Article 14 of Law 222 of 1995 contemplates the withdrawal right as the faculty that the absent or dissenting minority shareholder has to withdraw early from the company of which he is a part due to a deterioration in the value of his shares or quotas.
According to the aforementioned law, absent or dissenting shareholders may exercise the withdrawal right within eight days following the date on which the respective decision was adopted, which must be communicated in writing to the legal representative of the company for it to take effect against it.
Thus, for the company, the effects of the withdrawal occur from the receipt of the written communication from the shareholder addressed to the legal representative, but in relation to third parties, said withdrawal will only produce effects from the moment of registration in the commercial registry of the shareholder's communication in the case of quotas or interests, or registration in the shareholders' register book when the withdrawal is intended from a corporation or a limited partnership by shares, when the withdrawing party holds the status of limited partner.
The withdrawal from a company is accompanied by various factors such as the right of reimbursement, the social interest in maintaining the integrity of the share capital, and the legal position of third parties with a pledge guarantee. In relation to this last point, Law 222 of 1995 establishes that exercising the withdrawal right does not suspend the rights of third parties, so the restrictions of Article 403 of the Commercial Code apply; that is, in relation to shares that are pledged, authorization must be requested from the creditor, since this waiver brings with it implications that affect the creditor, such as the change of debtor or its cancellation and reimbursement of contributions.
Once this waiver is authorized by the debtor, the creditor of the pledge obligation may withdraw from the company, complying with the exception to the free negotiation of shares dictated by the Commercial Code, thus having full freedom to withdraw from the corporate structure.
In short, we can establish that although shareholders have the right to withdraw from the company when there is a deterioration in the value of their shares or quotas, when there is a valid pledge right over them, this withdrawal must have the consent of its debtor, and once the debtor agrees to the waiver of the shares by its creditor, it must be communicated in writing to the legal representative so that he registers it in the commercial registry or the shareholders' register book, as the case may be, so that the act has full legal effects both before the company and before third parties.