The grounds of the shareholder’s withdrawal from the limited liability companies and legal entities of the similar corporate forms: the comparative legal aspect

Keywords: limited liability company, termination of the shareholding relations, shareholder’s withdrawal from the company, evaluation categories in law

Abstract

The article presents the result of comparative legal studies of the grounds of the shareholder’s withdrawal from the limited liability companies as well as legal entities of the similar corporate forms provided by the laws of some countries (namely Armenia, Belarus, Belgium, Czech Republic, the Netherlands, Poland, Russian Federation, Switzerland, Turkey, Ukraine and the United Kingdom). It is concluded that in most legal systems the ground of the withdrawal is a set of facts composed of the main element – the declaration of will of the shareholder to terminate the corporate relationship of participation and an additional element of a subjective or objective nature. The aforesaid additional element of the objective nature in turn may be expressed by law in evaluation category or not. The additional elements of the set of facts composimng the ground of the withdrawal has been classified in the article. So, an additional element of the set of facts of the subjective nature is a declaration of will of the rest of shareholders to allow the shareholder’s withdrawal. An additional element of the set of facts of the subjective nature may be provided by law in a «simple» way as a circumstances established by the company’s articles of association or as an important decision of the general shareholders meeting objected by the minor shareholder or as a cause expressed by law in evaluation categories as a material breach of rights and interests of the shareholders by the company or other shareholders («just cause», «good cause», «justes motif», «the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of shareholders» etc.). The correlation between the nature of additional elements of the ground of the shareholder’s withdrawal and the mode of the withdrawal has been investigated. The court mode of the shareholder’s withdrawal is always provided if an additional element of the set of facts composing the ground of the withdrawal is expressed in evaluation categories as a material breach of rights and interests of the shareholder by the company or other shareholders. The different additional elements of the set of facts composing the ground of the shareholder’s withdrawal may be provided by the law of the same legal system for judicial and non-judicial modes of the withdrawal.

References

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Published
2020-04-15
How to Cite
Smitiukh, A. (2020). The grounds of the shareholder’s withdrawal from the limited liability companies and legal entities of the similar corporate forms: the comparative legal aspect. Law Review of Kyiv University of Law, (1), 188-192. https://doi.org/10.36695/2219-5521.1.2020.38
Section
The issues of civil law, commercial law, labour law and social security law of U