Succession of Equity Interest Rights in Companies

Presently, business companies are the most common form of doing business in the Russian Federation. The “lifetime” of business companies is not limited, as opposed to the lifetimes of their equity holders and participants. Year by year the number of succession cases involving succession of shares and participation interests increases. However, the rules of succession and corporate law have different aims: while corporate law is focused on consolidation and protection of companies, succession law distributes ancestor's assets between their successors. Shares and participation interests secure ownership rights, corporate (non-proprietary) rights and obligations, even though non-proprietary rights can not be a part of an inheritance. The rules of succession law insist on the transfer of property to the heirs. Norms of corporate legislation, though, allow to establish restrictions for obtaining the status of a participant in business companies. It is currently unclear whether the successors can obtain the participant status in such cases. The aim of this paper is to provide a comparative study of legal relations arising from the inheritance of shares of joint-stock companies and shares in the authorized capitals of limited liability companies, as well as a study of the possibility of successors to exercise participation rights (corporate rights) in these companies later. The objectives are the social relations that are formed during the inheritance of shares and participation interests in the capitals of business companies. This subject includes the norms of Russian civil-, succession-, corporate- and family law as well as the legislation on the notary, regulating of both, the general procedure for succession and the succession of participation interests in capital and shares directly, judicial practice of arbitration courts and courts of general jurisdiction, Russian and foreign doctrinal sources.