The counterpart is provided by the corporate forms provided for under civil law, which have no merchant status. If a partner leaves a partnership or a corporation with the exception of a public limited company, the value of his participation must be paid to him. Whether a statutory limitation of the severance payment claim is to be accepted in individual cases depends largely on the discrepancy between the severance payment owed under the company contract on the one hand and the actual unit value on the other hand. So-called book value clauses are widely used in practice. According to this, the actual share value should be the one that the trading books (balance sheet) show as an equity share. Due to certain precautionary principles of proper accounting, the book values may be below the value that a third party would be willing to pay for the share. Book value clauses are therefore only permissible if they do not disadvantage the leaving partner unfairly. Otherwise, the actual share value (common value / market value) will have to be determined using the so-called earnings value method, whereby one must be aware that there is also no uniform income value method. The interests of the remaining and the departing partner are opposed. To protect the company’s liquidity, the company contracts look for rules for the lowest possible severance payments. Since severance clauses can be freely agreed, they are generally permitted. However, there are limits due to immorality and unfaithfulness. The severance payment clauses are void only in the event of immorality, so that the unwanted legal regulation then intervenes, which requires compensation for the actual value, which is to be valued using the earnings value method.
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