Withdrawal of a participant from a limited liability company: a review of case law
The article analyzes the procedure for withdrawal of a participant from the company and outlines the novelties of legislative regulation. It is determined that the withdrawal of a participant from the company can be realized both at the discretion of this person and with certain restrictions on the free withdrawal of a person from the company. The Law of Ukraine «On Limited and Additional Liability Companies» provides different rules for withdrawal for a participant from a company that owns less than 50 percent of the share in the share capital and for a participant who owns 50 or more percent of the share in the share capital.
It is established that in martial law it is legally possible to enter information into the USR on changes in the composition of participants in connection with leaving the company, but it is prohibited to carry out state registration of transfer of ownership of property to a participant who left the company. However, this restriction does not significantly affect the possibility of withdrawal of the participant from the company, as the company, as a rule, settles with the participant in cash. Replacement of the obligation to pay cash to the obligation to transfer other property can take place only with the consent of the member of the company who left.
It is argued that the exercise of the right to withdraw from the company may consist in the possibility of refusing to withdraw from the company. In case of refusal to withdraw from the company, which owns less than 50 percent of the share in the share capital, such a requirement must be properly executed by the application for withdrawal of the application for withdrawal, namely in writing and notarization of the signature of the withdrawing participant. In the case of a member of the company who owns 50 percent or more of the share in the share capital, in addition to the said statement of the participant, consent to withdraw the application to withdraw from the company should be given by participants who have agreed to withdraw. Such consent must also be duly executed. Accordingly, the possibility of withdrawing the application to withdraw from the company must be realized until the actual fulfillment of the company’s obligations.