A company is often built on an initial understanding between its founders, but that understanding can crack over time: diverging strategic vision, disagreement over profit-sharing, suspicion of mismanagement, or simple personal friction. When dialogue becomes impossible, Moroccan law provides several mechanisms to resolve the situation, ranging from the most flexible to the most drastic.
Identifying the Exact Nature of the Disagreement
A dispute between partners can take very different forms: deadlocked decisions for lack of a majority, disputes over the manager's pay or powers, disagreement over a transfer of shares, or suspected management acts contrary to the company's interest. The nature of the disagreement largely determines the most suitable solution, which is why it matters to define it precisely before acting.
What Do the Company's Articles of Association Provide?
Before considering any action, it is essential to carefully re-read the articles of association and any shareholders' agreement in place. These documents sometimes provide dispute-resolution mechanisms — a prior mediation clause, a right of first refusal, an exit procedure — which must be honored before turning to the courts. Their silence on these points, conversely, leaves more room for the default legal rules.
Management Expert Review: Shedding Light on a Disputed Transaction
When one or more partners suspect a management decision contrary to the company's interest, they can request the appointment of a management expert tasked with examining the disputed transaction and reporting on it. This procedure helps put the debate on an objective footing before considering heavier action, and can sometimes be enough to restore trust — or, conversely, confirm the need to act more firmly.
Removing the Manager and Liability Claims
If the disagreement concerns management itself, partners have, subject to the terms set out in the articles of association and the law, the option of removing the manager for good cause. A liability claim can also be brought against a director whose management faults caused harm to the company or its partners.
Transferring Shares or a Negotiated Exit
In many cases, the most pragmatic solution remains the exit of one partner, through a transfer of their shares to the other partners, to a third party, or to the company itself depending on the applicable rules. This option preserves the company's activity while ending the conflict, provided the parties agree on a fair valuation of the transferred shares. Disagreement over that very valuation is, in practice, one of the most common reasons negotiated exits fail, which is why an independent valuation is often worth bringing in when the parties cannot agree.
Judicial Dissolution: The Last Resort
When ongoing discord between partners durably paralyzes the company's operation and no other solution is workable, judicial dissolution for good cause can be requested from the court. This is a serious measure, generally considered a last resort, as it ends the company's activity and can have significant consequences for all stakeholders, including employees. The court will assess whether the discord is serious and lasting enough to justify such a drastic step, or whether less definitive solutions remain available.
Preventing These Conflicts Through a Solid Shareholders' Agreement
Many of these disputes could have been anticipated, or even avoided, by drafting a sufficiently detailed shareholders' agreement from the outset: exit terms, a valuation method for shares in the event of a transfer, a mandatory prior mediation clause, and a clear division of powers between partners and management. This preventive work, often overlooked in the enthusiasm of launching a project, proves invaluable the day the first tensions appear.
A Partner Dispute Is Never Purely Legal
Beyond the legal mechanisms, a dispute between partners often touches on intertwined human and financial issues: pay perceived as unfair, a feeling of no longer being heard in decisions, disagreement over the very future of the shared project. Addressing only the legal side while ignoring these dimensions sometimes produces solutions that are technically correct but leave the underlying tension intact — occasionally resurfacing as renewed deadlock a few months later.
That is why effective support often combines rigorous legal analysis with genuine attention to what each side actually needs, in order to find a solution that resolves not just the formal dispute but also its underlying causes — the surest way to prevent a new conflict from resurfacing in a different form a few months down the line.
When Should You Consult a Lawyer?
Faced with a disagreement between partners, early legal advice helps identify the tool best suited to the situation — expert review, liability claim, negotiated transfer, or dissolution — and prevents a manageable dispute from turning into a total deadlock for the company. Structured support also helps de-escalate exchanges that, between former trusted partners, often become harder to handle calmly on their own.
The Cabinet Kaboury, in Rabat, supports directors and partners in preventing and resolving these conflicts, with a focus on preserving the company's value whenever possible.