Unequal profit distribution or withdrawals without consent
The scenario: a partner is distributing profits unevenly or withdrawing money from the company accounts without an agreed-upon distribution, keeping more than their fair share or making unauthorised withdrawals.
What the law says
Article 16 of the Companies Law No. 22/1997 governs profit distribution. Profits must be distributed according to the partnership agreement. If the agreement is silent, profits are divided proportionally to each partner's capital contribution. The right to inspect the books is separate: Article 24 gives every partner the right to examine the company's account books and records, and any agreement restricting it is null and void.
What clients should do
- Review the partnership agreement, check whether it specifies a profit-sharing formula or is silent on distribution.
- Exercise the right to inspect the books (Art. 24), request full access to financial records, bank statements, and accounting ledgers.
- Send a formal demand letter via a lawyer or notary, demanding an accounting and proper distribution.
- File a complaint with the Companies Controller at the Companies Control Department if the partner refuses to comply.
- Consider mediation or arbitration, many partnership agreements include dispute resolution clauses that should be followed.

