Pravni vjesnik, Vol. 42 No. 2, 2026.
Pregledni rad
https://doi.org/10.25234/pv/40461
EXCLUSION OF A MEMBER FROM A LIMITED LIABILITY COMPANY ON THE BASIS OF A PROVISION OF THE ARTICLES OF ASSOCIATION
Jelena Mršo
orcid.org/0000-0002-8604-0294
; Javna bilježnica u Osijeku, Ljudevita Posavskog 7, 31000 Osijek, Hrvatska
*
* Dopisni autor.
Sažetak
Croatian positive law allows the members of a limited liability company to stipulate in the company’s articles of association that the company may exclude a member from membership, and to determine the conditions, procedure, and consequences of such exclusion. This paper aims to examine the legal institution systematically, to distinguish the concept of “conditions” from that of an “important reason”, and to assess the scope of private autonomy within the framework of exclusion. The objectives of the paper are: to conduct a dogmatic analysis of the relevant provisions of the Companies Act (ZTD) and of their interrelationship; to present procedural and substantive constraints (competence, the form of the decision, the conditions, the procedure, and the consequences of exclusion); to critically address the relationship between the conditions for exclusion and the substantive ground or good cause for exclusion; to consider the manner of registering the exclusion of a member in the court register; and to examine the prevalence and content of exclusion clauses in a sample of 270 articles of association of companies having their registered seat in the Republic of Croatia. This is done with a view to formulating de lege ferenda recommendations (including improvements to the template for remote incorporation). The methodology comprises dogmatic, systematic, and teleological interpretations, a comparative analysis of doctrine, and empirical quantitative and qualitative studies of articles of association. On the basis of these findings, normative and practical guidelines are proposed for the more precise drafting of exclusion clauses in articles of association, while preserving legal certainty and the corporate objectives.
Ključne riječi
Hrčak ID:
349540
URI
Datum izdavanja:
19.7.2026.
Posjeta: 0 *