CERTAIN ASPECTS OF CORPORATE LEGAL RELATIONS IN LIMITED LIABILITY COMPANIES AND ADDITIONAL LIABILITY COMPANIES

Abstract

The purpose of the article is to identify the shortcomings of legal regulation of corporate legal relations in limited liability and additional liability companies and to present the author's own suggestions for their overcoming (elimination). The article supports the position that corporate legal relations are understood as the relationship of membership in a legal entity, regardless of the purpose of economic activity, the content of which is membership (corporate) rights and obligations. The author finds that current legislation provides for the possibility of establishing in the charter the right to make additional contributions when increasing the authorized capital only to certain shareholders of a company. Such a model of legal regulation allows introducing such a provision into the charter by three-fourths of the votes, and thus creates prerequisites for abuse of individual rights to the detriment of minority shareholders. Accordingly, it is suggested to condition the inclusion of a provision in the charter that grants the right to make additional contributions only to certain participants on the need for a unanimous decision by the general meeting. The author concludes that the approach according to which the concept of related party transactions and the procedure for approval of such transactions are applied only upon a unanimous decision of the general meeting to introduce a relevant provision in the charter is imperfect. Unscrupulous shareholders of the company are not deprived of the right to vote and have the opportunity to prevent the establishment of the procedure for approval of relatedparty transactions, which does not allow achieving the purpose of this institution within limited liability and additional liability companies. It is emphasized that there is an uncertainty in the national legislation regarding the possibility of establishing the quorum requirement in the charter of a limited liability company or additional liability company. The analysis of the court practice on this issue has led to the conclusion that, despite the absence of an express prohibition, the current legislation establishes clear requirements that are linked to the adoption of decisions by the general meeting on certain agenda items. At the same time, the current legislation does not provide for the possibility to determine the conditions for adopting resolutions of the general meeting in any other way, except for changing the required number of votes for adopting resolutions on agenda items that do not require unanimous voting.