Compulsory purchase of a share of a participant in a limited liability partnership
The partnership, in accordance with the decision of the general meeting, has the right to demand in court the compulsory redemption of a participant's share in the following cases:: if they cause significant harm to the partnership or its participants (paragraphs 2, 3 of Article 34, subparagraph 9) of paragraph 2 of Article 43 of the Law on Limited and Additional Liability Partnerships); if a participant violates his obligations to the partnership established by legislative acts or constituent documents (Article 82 of the Civil Code).
Significant harm caused to a partnership or its participants should be understood as such harm, the elimination of the consequences of which becomes difficult or impossible for the LLP or its participants. When deciding whether the damage caused to the LLP or its participants is significant, it is necessary to take into account all the circumstances of the case in each specific case, including the consequences resulting from the damage, the LLP's property status before and after the damage, and the time it took to eliminate its consequences. The participant's arguments on this issue must be motivated.
A member of a partnership whose share is being forcibly purchased has the right to participate in the general meeting on this issue and express his opinion in accordance with the requirements of paragraphs 2 and 3 of Article 42 of the Law, but does not participate in voting and the number of votes belonging to him is not counted (paragraph 2 of Article 48 of the Law). A member of a partnership whose share is being forcibly purchased has the right to challenge such a decision of the general meeting only on the grounds of violation of the procedure for convening and holding the general meeting. The arguments of a partnership participant about disagreement with the grounds for share repurchase are subject to evaluation when considering the partnership's claim for compulsory share repurchase.
According to the provisions of articles 11, 12, 42 of the Law, the participant #has the right to participate in the management of the company's affairs in accordance with the procedure provided for by Law and the articles of association of the partnership. Unless otherwise provided for by legislative acts and constituent documents, the mere failure to ensure participation in the general meeting of a participant in a partnership cannot be a sufficient reason for the compulsory purchase of his share.
At the same time, if the constituent documents impose on the participant the obligation to participate in the management of the affairs of the partnership (paragraph 2 of Article 12 of the Law) and the violation of this obligation by the participant (due to the size of his share, affecting the competence of decision-making by the general meeting in accordance with paragraph 4 of Article 47 of the Law, creating obstacles to the activities of the partnership and its decision-making decisions necessary for its proper functioning) caused significant harm to the partnership or entailed other negative consequences for it., that partnership has the right to demand in court the compulsory purchase of such participant's share at a price determined by the partnership's agreement with the participant. If an agreement is not reached, the price of the share to be forcibly repurchased is set by the court at the market value determined by an independent appraiser based on international standards (by analogy with paragraph 3 of Article 34 of the Law).
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