Obligations of Corporation Members

Abstract

Introduction. The article is devoted to the analysis of the obligations of corporation members in Russian and foreign law. In the Russian and foreign doctrines, attention is paid to the duties of directors or controlling persons. Therefore, the legal question of the obligation of the corporation members is of high scientific interest. Theoretical Basis. Methods. The author analyzed the doctrines of corporate law in Russian and foreign science. In the process of studying the obligations of the corporation members, the au- thor relied on systemic, comparative methods, and a problem-theoretical method of research. Results. Specific obligations of the corporation members are considered. The issues arising in the field of legal content and implementation of several obligations of the corporation members are outlined. The obligation to act in good faith has been differentiated from the obligation to pre- vent actions aimed at an abuse of rights. Based on the analysis of foreign literature, the fiduciary duty of the corporation members is demonstrated. The responsibilities of the corporation mem- bers for non-performance of obligations are also highlighted. Discussion and Conclusion. As a result of the research, the author concludes that the responsi- bilities of the corporation members should be divided into two categories, namely basic and addi- tional. The basic obligations of the corporation members should include the following: to prevent abuse of corporate rights, to act in good faith, to participate in the formation of the corporation’s property, not to disclose confidential information about the corporation’s activities, to notify the corporation and its members in advance of their intention to file a directive claim, and to disclose information. The obligation to act in good faith and the obligation to prevent actions aimed at abusing the right differ in their content. The fiduciary duty of the members of the corporation is, in fact, the same as the obligation to act in good faith. Failure by a member to comply with cor- porate obligations may entail the following measures of corporate responsibility: exclusion of the participant from the corporation, suspension of voting rights, financial sanctions.