PAYMENTS OF DIVIDENDS TO PARTICIPANTS OF LIMITED LIABILITY COMPANY IN CASE OF NONPAYMENT BY THEM THEIR CONTRIBUTIONS TO CHARTER CAPITAL
Journal Title: Право та інновації - Year 2016, Vol 3, Issue 15
Abstract
This article is devoted to the problem of payments of dividends to participants of limited liability company in case of nonpayment by them their contributions to charter capital. Issue of timely payment of contributions to charter capital is very burning, so regulation of payment dividends to unfair company participants is actual. Analyzing Ukrainian legislation, the decision about lack of regulation of dividends payment process was made – currently laws transmit it to competence of general participants meeting. The only exception are LLC’s, owned or co-owned (for certain percent) by state – Cabinet of Ministers of Ukraine prescribes minimal percent of recoupment of dividends for them. Naturally, any restrictions for unfair participants (who haven’t made a contribution to charter capital) aren’t prescribed and scientists haven’t explored this problem. Only draft of the law «About Limited and Additional liability Companies» (proposed by Ministry of economic development and trade of Ukraine) proposes to abandon payments of dividends to unfair LLC participants, but does not provide the prohibition of calculation of dividends to such participants. Author made decision about insufficient of such measure due to its implementation can bring us to stalemate. For example: unfair participants write statement about exit from the company after calculation of dividends was made; on the one side, company can’t pay dividends to this person, on the other side – this person can’t make a contribution to charter capital (due to he isn’t participant of the company anymore). As the result, the possibility of trial is very high. Besides, other participants do not have a stimulus to exclude unfair participant (or take any other action, prescribed by law), as their dividends are paid as usual. So, as the result, it was proposed to amend Civil Code of Ukraine and to Law of Ukraine «On business companies» in order forbid calculating and paying dividends to all participants of limited liability company till charter capital will be fully formed. It is considered this measure will help to resolve a problem with payment of contributions to charter capital, and if they won’t be paid – will stimulate fair participants to exclude unfair participants (or take any other action, prescribed by law) in order to calculate and receive dividends.
Authors and Affiliations
Y. O. KOROTASH
Keywords
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