Termination of a Shareholder’s Participation: When Is the Court Obliged to Appoint an Expert to Determine the Value of a Company Share?

With its recent Judgment No. 29 of 30 January 2026 (Commercial Case No. 451/2024), the Supreme Court of Cassation provides important clarification regarding the determination of the value of a company share upon termination of a shareholder’s participation in a company. The decision reaffirms the Court’s established case law on this matter.

How is the value of a company share determined under Article 125 of the Commerce Act?

According to the consistent case law of the Supreme Court of Cassation:

– as a rule, the value of a company share is determined on the basis of an interim financial statement (interim balance sheet) prepared by the company;

– such balance sheet does not have binding evidentiary value for the court;

– where no interim balance sheet is presented, or where its accuracy and regularity are disputed, the value must be established by means of a court-appointed accounting (financial) expert examination.

In case of dispute, the court is obliged to appoint such an expert, including ex officio.

Practical Implications

This judgment is of particular importance in cases involving the termination of a shareholder’s participation in a company, as it:

– confirms that the balance sheet alone is insufficient in case of dispute;

– ensures an objective determination of the share value;

– obliges the court to establish the relevant facts through expert evidence.

In practice, such disputes typically arise where:

– a shareholder exits the company and disagrees with the proposed value of their share;

– the company determines the share value based on a balance sheet that does not reflect its actual assets;

– a public creditor (e.g. the National Revenue Agency) enforces against the debtor’s company share.

In such cases, the proper determination of the value of the company share is essential for protecting the interests of both shareholders and creditors.