The right of the member to withdraw from limited liability company

Abstract

Recent research and publications analysis. In civil law single questions of the right to withdraw from limited liability company were analyzed by such scientists, as: E. Avilov [4], N. A. Belousov [5], V. M. Kravchuk [6], I.V. Spasibo-Fateeva [7], E.O. Sukhanov [8], etc. However some of them still remain debatable, in particular, the legal nature withdraw of the member from limited liability company, its differentiations from other adjacent concepts, the mechanism and legal consequences of implementation of the right to withdraw.

Paper objective. The purpose of article is consideration of the right of the member to withdraw from limited liability company through a prism of above-mentioned questions with illumination of positions of the highest judicial authorities and, as a result, the solution of the problems arising in law-enforcement activity.

Paper main body. The right of the member to withdraw from limited liability company is characterized by that it: a) unconditional, that is the bases of an exit of the member from company have no legal value; b) is not limited (except a duty beforehand to notify company about withdrawal); c) independent, that is doesn't demand consent of other members; d) the member can carry out it at any time at own will or never use it. We consider that the withdraw the member from limited liability company by submission of the corresponding statement is the unilateral transaction as a result of which, first, the corporate rights and duties between the member and company stop, secondly, as a rule, there are obligations legal relationship on implementation of calculations with such member. In case to withdraw from limited liability company the member has to: 1) beforehand in writing to notify company; 2) to submit the corresponding application addressed to company. The moment withdraw the member from company is date of submission of the statement to withdraw by it to the corresponding official of company or or delivery of the statement to these persons bodies of communication. By the general rule the member of limited liability company in case to withdraw from it has the right to cost of part of property, proportional to its share in the authorized capital of company and to payment of the part of profit received by company in the corresponding year until its withdraw.

Conclusions of the research. Summing up, it should be noted that the member can carry out the right to withdraw from limited liability company at any time, with observance of the mechanism determined by the law and statute, by making unilateral transaction that does not require the consent of the general meeting. In turn, a limited liability company must make payments to such member.