DISPUTES BEGINNING BECAUSE OF ENTRY INTO AN ENTERPRISE, HEIRS OF A DEAD CONSTITUTOR
Limited liability companies (LLC) in Ukraine are mainly established by several founders – individuals. In the event of the founder’s death, the question arises of the transfer of his corporate rights to an LLC to his heirs. The procedure for inheriting a share in the authorized capital does not always go without conflicts with other participants.
Lawyers of our company are ready to help in case of re-registration of corporate rights to heirs.
The procedure is carried out in accordance with the requirements of the legislation, in particular – the Law of Ukraine “On Limited and Additional Liability Companies”. The main innovation in the new law is the transfer of the share in society to the heir without the consent of other participants (Article 23 of the Law of Ukraine “On LLC and ALC”). Convening a general meeting of the Society and voting on the entry of a new member into the list of participants is no longer necessary. At the same time, in order to secure its share in the authorized capital, the right to participate in the management of the company’s activities and to receive the corresponding income, one must go through a certain procedure. It is precisely because of the presence of certain nuances and the passage of the necessary procedure when joining the founders of the heirs to involve a lawyer is extremely necessary. In this case, the resolution of disputes related to joining the founders of the heirs after the founder’s death will allow them to fully defend their interests.
The law agreed such an algorithm of actions for joining the founders to the heir:
- submit the appropriate application to the state registrar;
- the signature on the document is notarized. A copy of the certificate of inheritance is submitted as proof of the inheritance of corporate rights.
If the heir during the year from the date of the expiration of the acceptance of the inheritance will not make a statement to the registrar and its share in the authorized capital of the LLC is less than 50%, other participants may exclude this participant from such Society. If it is a participant’s share of more than 50%, the decision on liquidation of such a legal entity is considered. A change in the composition of the founders in the event of the exclusion of one of them is also made through a state registration.
Legal support and appropriate advice on the activities of a limited liability company in connection with the death of the founder are also necessary to resolve the issue of payment of compensation to the heir who does not wish to join the LLC.
According to the requirements of the new law, the market value of the share is taken as the basis for the calculations as of the day preceding the date of the decision to exclude the general meeting. Within 30 days representatives of the LLC must inform the heir about the cost of the deceased’s share. The heir has the right to access the financial documentation of the company to verify the calculation of the amount of compensation. The issue of compensation, as well as some other aspects, are often the cause of litigation. Legislation does not define the term of payment of compensation to the heir when refusing to share in LLC. In this case, the general rule fixed in the Civil Code applies to fulfillment of the debtor’s obligations. The heir has the right at any time (at the end of 12 months from the date of death of the testator) to make claims. In turn, the debtor (LLC) is obliged to pay compensation within 7 days.
The judicial procedure for resolving disputes related to the entry into the founders of the heirs after the death of the founder, sometimes involves the collection of not only the amount of compensation, but also an additional official inflation rate, plus 3% per annum for the period of delay.
If you have a dispute about joining the founders of the company, the heir of one of the dead founders, you can contact us, we will offer an effective mechanism for pre-trial settlement of the dispute or provide qualified litigation support.
Autor: Anatoly Perepelchenko