Year of Graduation
Transactions Aimed at the Alienation of Shares in the Authorized Capital of a Limited Liability Company
Legal Support and Protection of Business
The alienation of shares in the authorized capital of a limited liability company can be realized on the basis of transactions, but the procedure of their alienation is not fully regulated by the legislator. This is partly due to the lack of consensus in the doctrine on the legal nature of these shares. The most reasonable position is that a share in the authorized capital of LLC is an independent object of civil turnover, the complex of property and non-property rights of a LLC participant. Transactions aimed at the alienation of shares in the authorized capital of LLC have special legal regime, the observance of which is verified by a notary. Because of the complexity of these transactions, scientists propose to divide them into transactions which establish the parties’ obligations and transactions which directly transfer the rights to share in the authorized capital of LLC. Only the last must be verified by a notary. The legislator directly names and regulates in detail only one transaction aimed at the alienation of shares in the authorized capital of LLC – a contract of purchase and sale. In the doctrine is the lack of consensus on the types of these transactions but many scientists name gift contracts, contracts of exchange, annuity agreements, accord and satisfaction agreements and set-off agreements. The agreement of the participants may establish various restrictions or prohibition of alienation of shares. One of them, the preemption right, applies only to the sale of shares. But many scientists think that it is necessary to extend the preemption right in the alienation of a share on the basis of any paid transaction. This can provide more qualitative protection of the rights of corporate relations participants. For example, LLC participants and the LLC will be able to apply special legal remedies to protect their rights.