Original scientific paper
https://doi.org/10.31141/zrpfs.2021.58.142.1165
Payment of a cash contribution for taken over business shares and legal consequences of non-payment in an company of unlimited liability
Dionis Jurić
; Pravni fakultet Sveučilišta u Rijeci, Rijeka, Hrvatska
Abstract
By amendments of the Companies Act in 2019 payment of cash capital contributions for shares was facilitated in limited liability companies. Before registration of the company each shareholder must pay at least one quarter of the nominal value of each share and total amount of all payments must be equal to one quarter of the company share capital. The Companies Act sets payment duty of the rest of cash contributions in term of the one year after the company registration. It introduces personal, joint and several liabilities of shareholders who did not pay contributions in full for company debts up to the amount of unpaid contributions for all shares. This limits the freedom of shareholders to determine payment deadline for cash contributions and endangers the non-liability of shareholders for company debts. Creditors’ interests are appropriately protected by rules on payment of capital contributions and on protection of the company share capital. They are specially protected in cases of reduction of company assets which endanger fulfilment of their claims. This paper deals with legal consequences of non-payment of contributions in cash and measures which company may take against its shareholder. Creditors may directly fulfil their claims against shareholders only in cases of the piercing of the corporate veil, and especially if there is an evidence of the company undercapitalization.
Keywords
Limited Liability Company; payment of cash contribution; legal consequences of non-payment; piercing of the corporate veil
Hrčak ID:
265079
URI
Publication date:
27.10.2021.
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