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Procedure and Consequences of Withdrawal of a Participant from a Limited Liability Company
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Procedure and Consequences of Withdrawal of a Participant from a Limited Liability Company
Abstract
PII
S1991-32220000622-3-1
DOI
10.61205/jzsp.2023.082
Publication type
Article
Status
Published
Authors
Sophia Filippova 
ORCID: 0000-0001-6377-2137
Occupation: Associate Professor, Department of Commercial Law and Foundations of Law, Faculty of Law
Affiliation: Lomonosov Moscow State University
Address: Moscow, Russia
Nataliya Kozlova
Occupation: Professor, Department of Civil Law, Faculty of Law
Affiliation: Lomonosov Moscow State University
Address: Moscow, Russia
Edition
Volume 19 No. 6
Pages
69-76
Abstract

A limited liability company pays the person withdrawing from the company the actual value of his share. This reduces the property of the company, which its creditors rely on. There is a need for a scientific understanding of the issue of finding a balance between the rights and legitimate interests of the participants of the company, the company itself and its creditors.

The purpose of the study is to establish a concept of a fair withdrawal of a participant from a limited liability company, which will balance the rights and legally protected interests of all participants in a corporate relationship. The objectives of the study are to determine the functions and conditions of withdrawal from the company. It is important to determine what the possible abuse of the right to withdraw is and how it can be countered, what is the procedure for sending a will to withdraw from the company, what are the organizational and property consequences of withdrawal, what is the restoration of the rights of a participant.

Dogmatic, formal-logical and structural-functional methods, as well as methods of teleological interpretation and system analysis were used to conduct the research.

Withdrawal from a limited liability company entails a decrease in the company’s property, which negatively affects its activities. In the interests of the company and its creditors, the right to withdraw may be limited by the company’s charter or not granted at all. Since only a participant can withdraw the company, termination of participation in the company when selling a share, exclusion from the company entails the impossibility of withdraw the company. Persons excluded from the company abuse the right to withdraw by submitting applications for withdrawal from the company after the decision on their exclusion, but before its entry into force. There is no legislative answer to this question, and the authors suggest paying attention to this when forming the charter of a limited liability company.

Keywords
share in the authorized capital, limited liability company, withdrawal, withdrawal from the company, consequences of withdrawal the company, subjective law
Date of publication
11.12.2023
Number of purchasers
7
Views
90
Readers community rating
0.0 (0 votes)
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References



Additional sources and materials

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