Sukhanov M. Limited liability company shareholder’s corporate rights and obligations

The relevance of the dissertation lies in the fact that the new Law "On LLCs" changes approaches to the legal regulation of the status of the company and its members, reforms the corporate governance system, introduces new concepts and tools (corporate contract, irrevocable power of attorney on corporate rights, significant deeds, deeds with interests that directly or indirectly relate to the corporate rights and obligations of a participant in such a company). Novel legislative regulations require a thorough scientific understanding of the grounds for acquiring, exercising, and terminating corporate rights and obligations of members of a limited liability company. The author proposed to consider corporate rights as a set of independent subjective rights arising from property and/or personal participation in the company, the types, content and specifics of implementation of which are determined by legislation, local acts of the company and corporate contracts in case of their conclusion by the participant. A mechanism for notifying members of an LLC about the intention to sell their share (part of a share) to a third party is proposed. A member of an LLC wishing to dispose of a share shall submit a written notice to the company. The company is obliged to send a copy of the notification to all other members of the LLC within the prescribed period at the expense of the member of the LLC who intends to alienate the share. It is suggested that the procedural moments of the notification mechanism be determined by local acts of the company. The author argues for the expediency of prohibiting at the legislative level the assignment of the preferential right to purchase a share (part of a share) of another member of the company, which is sold to a third party. Proposals were made to establish the obligation of LLC participants to buy back a share (part thereof) in the event of their disagreement with the alienation of a share (part thereof) by another LLC participant on the terms proposed by him. In case of non-fulfillment of this obligation, the participant of the LLC must be given the opportunity to alienate the share (part of it) to any person at his own discretion. The expediency of granting the participant of the LLC, who partially contributed to the authorized capital, the right to receive dividends in proportion to the contributed contribution has been proven. The author proved the necessity of securing the executive inscription of the notary on the documents according to which debt collection is carried out in an undisputed manner as a legal basis for collection of accrued and unpaid dividends to the participant of the LLC. Improved regulations on the method of making contributions to the authorized capital of the LLC. The author established that the most effective way to ensure the proper performance of obligations by the parties to a corporate agreement is a penalty, which can be exclusively contractual in nature. The author improved the provisions on the application of the legal consequences of the late payment of the contribution by the participant of the LLC and the invalidation of the corporate agreement. The changes to the legislative acts regarding the foreclosure on the share are substantiated. In order to avoid a conflict of interests, it is proposed to establish in the Law "On LLCs" a ban on the representation of a member of an LLC at general meetings by officials of such a company. It is proposed to define local acts as acts adopted by the authorized bodies of the company or its founders/participants to achieve the defined goal of activity and regulation of relations in the company, taking into account the interests of the members of the LLC and the requirements of the law. The author proved that the abuse of corporate rights by members of an LLC is a type of abuse of a subjective right and can be manifested not only in active actions related to the exercise of such a right, but also in passive behavior, that is, in refraining from exercising this right.