Pregledni rad
https://doi.org/10.31141/zrpfs.2017.54.125.615
Exit from the limited liability company
Ratko Brnabić
; Pravni fakultet Sveučilišta u Splitu
Bojan Brkić
; Pravni fakultet Sveučilišta u Splitu
Sažetak
It is indisputable that members of Limited Liability Companies have the right to step out from the company even when it is not specifically regulated in the social contract. It means that in principle they can do that as the act of their own will, sometimes contrary to the will of the other members. The right to step out from the company is an inalienable personal right of every member. That right stems from the general legal principle that any permanent legal relationship may end if there's a legitimate, justified reason. The above mentioned right cannot be excluded or limited, but can only be expanded.
Although the member has the right to step out, it is his primary responsibility to take everything in his power to transfer his business share to the new holder and to use the right to step out from the company only as a subsidiary solution. When transferring shares of the company one should pay attention to several facts: first, there is no regulated market for the shares of the LLC such as is the case with stocks; secondly, the transfer of shares is often difficult because of the relationship between members of the company so the potential buyer sometimes steps into the unknown situation. Therefore, this "theoretical" possibility to dispose of the share is not always a just solution so the Lawmaker returns the balance with the provisions on the right of members to step out from the company.
The process, which will end with the elimination of the member from the company, must meet three preconditions: first, there must be a legitimate reason when it is not reasonably to expect that the member will remain in the company, taking into account all the circumstances of the case; secondly, there should be no milder legal remedy whereby a member can achieve the goal and third, the company must have sufficient funds for this transaction, considering the principle of maintaining the company's capital.
Ključne riječi
Exit from the Company; Exclusion; Withdrawal of business shares; Compensation; Capital Companies
Hrčak ID:
186719
URI
Datum izdavanja:
19.9.2017.
Posjeta: 4.162 *