Stručni rad
https://doi.org/10.30925/zpfsr.44.1.12
Exclusion of a Member from a Limited Liability Company
Dionis Jurić
; Sveučilište u Rijeci, Pravni fakultet
Sažetak
Exclusion of a member from a limited liability company is applied in relation
to a specifi c company member whose personal characteristics or behaviour endangers
achievement of the company’s goal and serves to protect the company and its other
members. Its application is based on the legal nature of a limited liability company,
which belongs to capital companies, but also has numerous personal elements typical
for the companies based on partnerships. It is also based on the member’s duty to
act loyal towards the company and other company members. In case of breach of
this duty, it is possible to exclude a company member from the company as a fi nal
measure. The exclusion procedure can be initiated by the company or other company
members. This procedure can be regulated by the articles of association of the
company or it can be initiated by a lawsuit before the competent commercial court.
Exclusion can only be requested if there is an objective reason determined by the
articles of association or an important reason. It is a company member′s behaviour
that makes it impossible or signifi cantly diffi cult to achieve a goal of the company,
and as a result their remaining in the company seems intolerable for the company.
The excluded company member is entitled to compensation for their business share
in the company. The exclusion takes legal effect only after the compensation has been
disbursed. The company decides on the legal fate of the excluded company member’s
business share.
Ključne riječi
exclusion of a member from a limited liability company; procedure; important reason for exclusion; compensation; legal fate of the excluded company member’s business share.
Hrčak ID:
300135
URI
Datum izdavanja:
15.4.2023.
Posjeta: 1.308 *