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Perepelchenko Anatolii

Deputy Managing Partner

Lawyer, specializing in real estate, corporate, tax, civil and contract law, as well as litigation.

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Anatoly Perepelchenko about compulsory exclusion of participants under the new law on Open Company

Exclusion of a participant from the company.
The new law on limited and additional liability companies does not regulate the forced exclusion of a participant from the company. At the forefront is one of the main reasons on the basis of which it is possible to exclude such a participant – it is not his contribution to the authorized capital of the company, which is governed by Art. 15 “on a limited and additional liability company”. According to part 1 of article. 14 of the Law of Ukraine on LLC, each participant must make a contribution to the authorized capital within 6 months from the date of state registration of such a company. The charter may provide for a longer period for making such contributions, but not more than 1 year.
If a member of the company has overdue payment of his contribution, or part of it to the authorized capital – the executive body of the company must send him a warning, such warning must contain information about such late payment, and set an additional deadline for its payment. The additional term for repayment of the debt may be determined either by the executive body or the company’s charter, but may not exceed 30 days. If such a participant has not paid its debt during the establishment of the notice period, the executive body has the right to convene a general meeting of participants and decide to expel such a participant from the founders. The Law on LLCs has ambiguity of norms that allow a participant against the will of the general meeting to remain part of the company, such an opportunity he has if he made part of his contribution to the authorized capital of the company, after receiving such a participant payment of the debt, such a participant has the right on the basis of part 3 of Article 21 of the Law of Ukraine on LLC to alienate its share by its gift or settlement of a mine agreement.

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