WITHDRAWAL OF A MEMBER FROM A LIMITED LIABILITY COMPANY ON THE BASIS OF UNILATERAL ACTIONS

Abstract

The article analyzes the legal nature of a member's withdrawal from a limited liability company on the basis of actions as legal facts of the company's members. Particular attention is paid to the procedure for a member's withdrawal from a company if this requires the consent of other company members. It is shown that the legal nature of a member's withdrawal from a company is based on actions as legal facts, including unilateral actions of the parties to this process. The main actions of the parties to this process are the actions of the withdrawing member (submission of an application for withdrawal from the company) and the actions of other members of the company (granting consent to the withdrawal of the member from the company). These actions, which are of a civil law nature, should be considered as unilateral actions of the subjects of corporate relationships. The actions of a state registration entity regarding amendments to the details in the Unified State Register and provision of an extract to the applicant, the company and other company members should be considered as external public actions, legal acts of a public law nature. The article shows that submission of an application for withdrawal from a company cannot be considered a unilateral deed, since this action does not itself give rise to legal consequences – termination of corporate rights of a company's member. A unilateral deed of termination of corporate rights by withdrawal of a member from a company is made in the course of implementation of the legal set, the main elements of which are actions of both the withdrawing member and other members of the company (if they give their consent) and the state registration entity. Only when the entire legal set is completed, legal consequences arise – termination of corporate rights of a company member. Unilateral actions are the driving force behind the unilateral deed of termination of corporate rights of a company's member and are the main ones in terms of realization of the member's will, i.e., exercise of the corporate right to withdraw from the company. The legal consequences for a member upon withdrawal from the company are the termination of their right to a share in the authorized capital, termination of corporate rights, i.e., rights from the share, and corporate legal relations with the company. The legal consequences for the company and for other members upon a member's withdrawal from the company depend on the company's decision to reduce or not to reduce its authorized capital, which may affect the company's profit and the amount of dividends received by other members.