The first part General Characteristics of Corporate Rights of Spouses argues that the subjective corporate law in its internal essence is reduced to the universal unity of non-property and property rights of a participant in a business partnership. Such rights in their entirety arise from property participation in the company’s share capital and are implemented by the participants through a set of powers in the manner prescribed by law and the constituent documents. In addition, corporate rights, as an object of civil turnover, is an independent object of civil rights, which is personalized, indivisible, full of property, economic value, can be freely alienated and belongs to the subject of law in the legal form prescribed by law.
After analyzing the issue of initial acquisition of corporate rights of spouses, it is proved that contributions to the authorized capital of a corporate legal entity at the expense of property jointly owned by the spouses must be made by one spouse in the interests of the family with the consent of the other spouse. Both spouses have equal rights to their joint property.
It is argued that the contribution is the object of the right of joint ownership of the spouses until the state registration of the legal entity of the corporate type. After that the contribution is transformed into the corporate property of the legal entity.
The second part Exercise of Corporate Rights of Spouses discusses the limits and methods of exercising corporate rights of spouses. It is established that exercising subjective corporate law a participant of a corporate legal entity has a choice of forms and methods of exercising corporate rights through various factual actions. They are manifested in the direct implementation of the content of subjective corporate law in the manner prescribed by law. It is proved that the exercise of corporate rights of spouses through the implementation of actual actions on the content of subjective corporate law is only one of the spouses – a member of a legal entity of corporate type, and the other spouse (who is not a participant) does not have such a right. The limits of the exercise of subjective corporate law are the general principles of private law and acts of legislative, local and individual regulation, aimed at determining the ways of exercising corporate rights, manifested in actual and legal actions or inaction of a corporate legal entity.
Examining the legal regime of shares as an object of joint ownership of spouses, it was determined that although the share is indivisible in content, the right of joint ownership of shares may arise in both spouses. Corporate rights can be exercised only by the agreed spouse, or their joint representative. Similarly, in the division of corporate rights for shares, it is necessary to take into account the nature of the legal relationship of the spouses with the joint stock company.
Regarding derivative methods of alienation of corporate rights of spouses in other organizational and legal forms of legal entities of corporate type, it is substantiated that consent to terminate corporate relations between participant and legal person of the other spouse is not required when alienating corporate rights and leaving a legal entity by one of the spouses – a member of a legal entity of corporate type.
The third part Protection of Corporate Rights of Spouses states that spouses have the right on an equal footing with other participants in civil relations to use both jurisdictional and non-jurisdictional form of protection of corporate rights.
It is determined that the notarial form of protection of corporate rights of spouses is manifested in the possibility of applying to a notary for a writ of execution in cases specified in the marriage contract, decision of the general meeting of corporate legal entities and other documents, unless otherwise expressly prohibited by law.
It is substantiated that the protection of corporate rights is carried out by means of protection determined by law, local acts or contract. The form of protection is determined from the standpoint of proper and effective protection taking into account the content of subjective corporate law and the nature of its violation, non-recognition or challenge.
It is proved that in case of violation of corporate rights and / or deprivation of the legal status of a member of a legal entity of corporate type of one of the spouses – participant of a legal entity, effective property rights to protect corporate rights are, which is realized through the determination of the size of the authorized capital of the company and the size of the shares of the company’s participants.
