The right to exclude an dishonest participant from the limited liability company: the expedience of its inclusion in the Law of Ukraine "On limited and additional liability companies"

Анотація

Introduction. Previously, the Law of Ukraine "On Business companies" established the right of members of a limited liability company by decision of the general meeting to exclude a member of the company whose actions harm the interests of the company. Due to numerous abuses of this right, the Law of Ukraine "On Limited and Additional Liability Companies" does not establish such a right for company participants. However, the question remains open whether this approach is correct and whether it did not lead to more negative consequences than positive ones. Therefore, it is necessary to investigate this issue and find out the most appropriate way to solve it. The purpose of the paper is to determine whether it is expedient in the Law of Ukraine "On Limited and Additional Liability Companies" to establish the right of company members to exclude an unscrupulous member from the company, as well as to determine the most effective way of legal regulation of this right in case it is established in law. Results. The absence of such a right provided by law for members of an LLC makes it impossible for the company to operate in the event that one of its members is unscrupulous and hinders its activity, because the members do not have a legal mechanism that would protect them in such a situation. As a result, in practice the only way in this the situation is the liquidation of the company, which has negative consequences for the economy of Ukraine. On the other hand, during the period of validity of such a provision, which gave the right to society members to exclude an unscrupulous member until 2018, there were many abuses of this right, which overloaded the court system with such cases. Conclusion. The paper suggests amending the law to allow for the possibility of specifying the reasons for a participant's exclusion from an LLC by the statute while also making it clear that the court has the authority to consider the issue of excluding a participant from the LLC for failing to perform his duties if the statute does not provide for another method of excluding an unscrupulous participant.

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