Shares owned by a limited liability company : grounds and consequences

Abstract

The object of the study is the legal facts that lead to the emergence of rights to a share in the authorized capital of a limited liability company (hereinafter referred to as the company). The author examines the consequences of the appearance of a share owned by the company. The legislation provides for two types of shares in the authorized capital of the company, which can exist simultaneously. The first type arises as a result of payment by the participant of the authorized capital, which in return for the contributed property receives an indefinite right of participation. It is this right that is hidden behind the share owned by the participant. The second type has a derivative character and arises from the decisions of the supreme governing body or the behavior of the participant and belongs to the company throughout the year. The purpose of the work is to develop and construct new theoretical provisions on the grounds for the emergence and consequences of a share owned by the company. Research objectives: to determine the legal facts of the emergence of rights to a share in the authorized capital of the company, to systematize and classify the grounds for their occurrence and consequences. The following methods were used in conducting a study: permissive regulation, normativism, general contexts of a philosophical and legal nature and national law and order. The science of civil law is closely related to legal regulation, therefore, the doctrinal understanding of some constructions affects the consolidation of certain categories in the rule of law. This is exactly the category of the share owned by the company. It was found that the constructions associated with the transfer or acquisition by the company of rights to a share in its authorized capital are a legal fiction. The grounds for the emergence of a share owned by the company were classified, depending on the will of the latter: the first group consists of bilateral reimbursable transactions, and the second - two unilateral transactions. In both cases, the consequences are the same - the corporate legal relations arising from the right of participation and binding between the company and the participant are terminated. Three options for the sale of the share owned by the company were identified: the division of the former participant's right of participation among the remaining ones, sale to a predetermined buyer and repayment with a simultaneous decrease in the authorized capital and an increase in the size of the participants' shares while maintaining their nominal value.