Exit of limited liability company member

Exit of limited liability company member (hereinafter referred to as: exit of company member) is one of the reasons for termination of company member status. Procedure of exit of company member shall be governed by the provisions of Articles from 187 to 193 of the Law on Business Companies.

Reasons for termination of company member status are:

  • Death, in case of a natural person, or deletion from a relevant register, in case of a legal entity
  • Exit from a company
  • Expulsion from a company
  • Transfer of entire equity interest
  • Withdrawal and cancellation of entire equity interest.

Exit of Company Member without Claiming Compensation for Equity Interest

A comapany member, which hasn’t outstanding liabilities towards the company on the basis of outstanding contributions, may at any time, on the basis of the statement on exit which sall be submitted to the company, to exit from the compnay without giving any reasons for the exit, if he/she does not demand compensation for its equity interest. Continue reading Exit of limited liability company member

Company’s legal form change

Company may change its legal form under the conditions and procedure which have been prescribed by the provisions of Articles 478 to 482 of the Companies Act.

Concept of a Legal Form Change

By changing the legal form, a company converses from one legal form into another legal form, in accordance with Companies Act.

The change of the company’s legal form does not affect the legal personality of that company.

The provisions of the Companies Act governing establishment of a form of a company apply mutatis mutandis to the change of a legal form of the relevant company, unless this Act stipulates otherwise. Continue reading Company’s legal form change

Additional payments of the company member

Additional payments, as well as the loan to the company is one of the several possible ways of financing the company by a member of the company.

The provisions of Articles from 178 to 180 of the Companies Act regulates the following issues related to additional payments: manner of establishing the additional payment obligation, consequences of failure to make additional payment and return of additional payments.

Manner of Establishing the Additional Payment Obligation

The memorandum of association or the resolution of the company’s general meeting may prescribe an obligation on the part of company members, in addition to paying up the subscribed share capital, to make additional payments to the company in proportion to the value of their share in the company. Continue reading Additional payments of the company member