Везде
Withdrawal from a Limited Liability Company
Table of contents
Annotation Estimate Publication content
References Comments
Share
QR
Metrics
Withdrawal from a Limited Liability Company
Annotation
PII
S1605-65900000622-5-1
DOI
10.61205/jrp.2023.102
Publication type
Article
Status
Published
Authors
Sophia Filippova 
ORCID: 0000-0001-6377-2137
Occupation: Associate Professor at the Department of Commercial Law and Foundations of Law, Faculty of Law
Affiliation: Lomonosov Moscow State University
Address: Moscow, Russia
Nataliya Kozlova
Occupation: Professor at the Department of Civil Law, Faculty of Law
Affiliation: Lomonosov Moscow State University
Address: Moscow, Russia
Edition
Volume 27 No. 9
Pages
41-53
Abstract

According significant change in Article 26 of the Federal Law “On Limited Liability Companies”, there is a need to comprehend the new legal possibilities provided for the provisions of charter on withdrawal from the company, and to understand how the new provisions relate to the doctrine approaches to the legal nature of withdrawal from a limited liability company.

The purpose of the study is to analyze the legal nature of withdrawal from a limited liability company. To achieve this goal, it is necessary to identify whether the constitutional right of freedom of association restricts the existence of limited liability companies whose charters do not provide for the right to withdraw from the company; compare the right to withdraw from the company with the unilateral renunciation of the contract and the protection of civil rights and to identify the differences of these legal phenomena; to analyze the legal possibilities provided by the law for regulating withdrawal from the company by the company's charter, to determine their compliance with the legal structure of withdrawal from the company.

Formal-logical and dogmatic methods were used in the research process. The structural and functional method made it possible to determine the purpose of options for regulating the right to withdraw from a company. Methods of teleological interpretation and system analysis were used to identify the purpose of the institution of withdrawal from society.

Conclusion: the existence of other legal possibilities for termination of participation in a company (alienation of a share by making a transaction) leads to the fact that the existence of the right to exit does not restrict the freedom of participation in the association. The authors express a critical attitude to the consideration of the right to leave company as a way to protect the rights of company members, believing that it is possible to protect a equitable right only if it is violated or a threat of violation is created. In order to exercise the right to withdraw from a company, a violation of equitable right is not required as a condition.

Keywords
share in the authorized capital, limited liability company, withdrawal from a limited liability company, subjective law
Date of publication
20.09.2023
Number of purchasers
12
Views
116
Readers community rating
0.0 (0 votes)
Cite Download pdf
1

References



Additional sources and materials

1. Abramov V. Yu., Abramov Yu. V. Corporate Law: Rights and Obligations of Participants in Business Companies: a Practical Guide with a Judicial Commentary. Moscow, 2021. 355 p. (In Russ. ) 
2. Agarkov M. M. The Obligation Under Soviet Civil Law. In: Agarkov M. M. Selected Works on Civil Law. Vol. 1. Moscow, 2003. 490 p. (In Russ. ) 
3. Bratus S. N. Subjects of Civil Law. Moscow, 1950. 368 p. (In Russ. ) 
4. Gabov A. V. Limited and Additional Liability Companies in Russian Legislation. Moscow, 2010. 253 p. (In Russ. ) 
5. Sukhanov E. A. (ed. ). Civil Law: textbook. Vol. 1. Moscow, 2019. 574 p. (In Russ. ) 
6. Partnerships laws. Joint Stock Companies, Shared Partnerships, Trading Houses, Artels, etc. The procedure for their establishment and working, with explanations and applications. Ed. by V. Maksimov. 2nd ed. Moscow, 1911. 936 p. (In Russ. ) 
7. Kvachevskiy A. About Partnerships in General and Joint-Stock Companies in Particular, According to the Principles of Law, Russian Laws and Judicial Practice. Part 1. About Partnerships in General. St. Petersburg, 1880. 186 p. (In Russ. ) 
8. Kozlova N. V., Filippova S. Yu. On the Right of a Married Person to Participate in a Limited Liability Company. Vestnik ekonomicheskogo pravosudiya, 2023, no. 7, pp. 4—21. (In Russ. ) 
9. Zalesskiy V. V. (ed. ). A Commentary on the Federal Law “On Limited Liability Companies” (Annotated). Moscow, 1998. 239 p. (In Russ. ) 
10. Kuznetsov A. A. Participant Withdrawal from a Limited Liability Company as the Mode of Rights and Lawful Interests Protection. Vestnik grazhdanskogo prava, 2011, no. 5, pp. 31— 63. (In Russ. ) 
11. Lassen T. Rights to Change a Legal Relationship by Unilateral Declaration (Gestaltungsrechte) under German Law. Vestnik grazhdanskogo prava, 2018, no. 5, pp. 139— 168. (In Russ. ) 
12. Lomakin D. V. Corporate Legal Relationships: The General Theory and Practice of Its Application in Business Entities. Moscow, 2008. 509 p. (In Russ. ) 
13. Serebrovsky V. I. Sketches of the Soviet Inheritance Law. In: Serebrovsky V. I. Selected Works on Inheritance and Insurance Law. Moscow, 2003. 556 p. (In Russ. ) 
14. Sinitsyn S. A. Absolute and relative legal rights. General system and problems of the theory of civil law. Comparative legal research. Moscow, 2015. 565 p. (In Russ. ) 
15. Sokolovskiy P. E. Partnership agreement under Roman civil law. Kiev, 1893. 220 p. (In Russ. ) 
16. Sukhanov E. A. Law “On Limited Liability Companies”. Khozyaystvo i pravo, 1998, no. 5, pp. 38—47. (In Russ. ) 
17. Tretyakov S. V. Formation of the Concept of Secondary Rights in the German Civil Law Doctrine (Towards the Publication of the Russian Translation of E. Sekkel's “Secundary Rights in Civil Law”). Vestnik grazhdanskogo prava, 2007, no. 2, pp. 253—270. (In Russ. ) 
18. Tuzhilova-Ordanskaya E. M. Classification of Secondary Rights. Grazhdanskoe pravo, 2020, no. 1, pp. 16—19. (In Russ. ) 
19. Filippova S. Yu. Construct of Secondary Rights: Delimitating Legal Reality. Zakonodatel'stvo, 2019, no. 12, pp. 20—31. (In Russ. ) 
20. Filippova S. Yu. The right of withfrawal from a limited liability company. Khozyaystvo i pravo, 2013, no. 10, pp. 85—93. (In Russ. ) 
21. Shershenevich G. F. Commercial Law Course. Vol. I. Moscow, 2003. 397 p. (In Russ. ) Н. В. Козлова, профессор кафедры гражданского права юридического факультета МГУ им. М. В. Ломоносова, доктор юридических наук С. Ю. Филиппова, доцент кафедры коммерческого права и основ правоведения юриди- ческого факультета МГУ им. М. В. Ломоносова, доктор юридических наук. ResearcherID: F-4869-2016

Comments

No posts found

Write a review
Translate