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Constitutional Court of the Russian Federation issued Ruling as of 21.02.2014 #3-П in which the constitutionality of the statutory provision on increase of share capital by making of additional contribution (item 1 of Article 19 of the Federal law “On limited liability companies”) was reviewed. Court recognized the regulation as valid and commented upon validity of the decision on share capital increase.

DATE: March 13, 2014 | AUTHOR: atlawyers

The court ruled that the situation in which the decision on share capital increase is blocked by the participants voted against this decision through non-making of additional contribution within the time limits stated by law might result in breach of constitutional rights of the participants and interests of the company.

The court specified that a decision on share capital increase made by majority of participants shall not be considered invalid and the increase of the share capital shall not be declared void on the only ground that some participants failed to make contributions within the specified time limit.

Federal law “On limited liability companies” provides remedies for those participants who disagree with share capital increase, including opportunity to include in the charter of the company a provision on necessity of unanimous decision of the participants on share capital increase. Among other things, in such situation the company is obliged to buy out the participant’s share.

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