Limitation period for claims

The limitation period for a claim to invalidate an entry in the Unified State Register of Legal Entities regarding the termination of a person's participation in the company.

Based on Article 21 of the Federal Law “On LLC”, the requirement to recognize a person who has lost a share or part of a share of the right to this share or part of the share and at the same time to deprive the right to this share or part of the share of a bona fide purchaser can be filed within three years from the day when the person who lost a share or part of a share learned or should have known about the violation of his rights.

In the framework of the present case, the court determined what should be the benchmark for starting the calculation of the limitation period: the moment of obtaining information from the Unified State Register of Legal Entities or the typical behavior of a company participant?

Case plot:

Galimov M.K. filed a lawsuit against RANT-2000 LLC with a request to invalidate the minutes of the extraordinary general meeting of participants of the LLC regarding the termination of his participation in the LLC.

He points out that the courts made an incorrect conclusion that the plaintiff missed the limitation period, since the period must be calculated from the moment the plaintiff learned about the violation of his right, that is, from the date of receipt of the extract from the Unified State Register of Legal Entities - December 19, 2019.

He believes that he could not find out about his expulsion due to non-participation in meetings since 2009, while he, as a member of an LLC, has no obligation to receive extracts from the Unified State Register of Legal Entities in relation to his company.

At the same time, according to the applicant, judicial practice considers it possible to calculate the limitation period from the moment the meeting was held next year only in a situation where the participant should have been notified of the circumstances from which he could learn about the violation of his right.

Judicial act: Resolution of the Arbitration Court of the Urals District of February 15, 2022 in case No. A60-72767 / 2019

Court's findings:

1. The current legislation assumes an active position of the participant of the company in relation to the activities of the company.

2. Based on the principles of good faith and prudence in the implementation of investment activities, a participant who owns a share in the authorized capital of a company has an expected desire to show interest in the fate of his investments, that is, to obtain information about the activities of the company, verify the legality of decisions made, control the income due (dividends ) etc.

3. Any reasonable member of the company who does not receive invitations to general meetings of members, including annual ones, in a similar situation, could not help but be concerned about this, since the financial interest of such a person was directly affected.

4. The courts, pointing out that since the plaintiff did not show due diligence, reasonableness and diligence for ten years when exercising his rights as a participant in a business company, they came to the conclusion that it is the plaintiff who should bear the risk of adverse consequences.

5. Galimov M.K., who filed a claim only on December 21, 2019, missed the limitation period for the stated claims, there are no grounds for calculating this period from October 2019, contrary to the arguments of the plaintiff.

Comment:

1. The Supreme Court in its decisions noted that the participants of a business company are not obliged to receive information from the Unified State Register of Legal Entities about their own company, and the presence of an entry in the register does not in itself indicate that the plaintiff is aware of a violation of the right.

2. This is true, since the reverse approach would mean that everyone is obliged to constantly “monitor” the status of their assets, which would lead to instability in civil circulation and nervousness of subjects about their property. The reverse approach would indicate that the members of the society would be obliged to constantly check information about the society itself, can be assessed as an overestimation of the standard of required behavior.

3. Therefore, the analysis by the court of the typical behavior of a company participant, and linking the calculation of the limitation period to the minimum exercise of the rights of the participant - for example, participation in the annual meeting, and not to the date of amendments to the Unified State Register of Legal Entities - is correct and more focused on the principles of good faith and prudence when implementation of investment activities

We also have audio podcasts. These are episodes of 2-5 minutes. Devoted to one dispute, conflict or news. You can listen to them directly on our website, on the website of the podcast platform, or download them to your computer, smartphone, etc. Issue 1 (on subsidiary liability); Issue 2 (disputing the contract on the grounds of abuse of the right); Issue 3 (termination of the contract at the initiative of the seller, what to consider?). A couple dozen more at the link.

You will not believe it, but for lovers of short and useful videos, we have video podcasts. For example, an issue on the topic “Collection of lost profits” can be viewed at the link.

Please note that in 2020 the law firm Vetrov & Partners was marked by the industry rating of law firms Pravo.ru-300 in the nominations Arbitration Proceedings, Dispute Resolution in Courts of General Jurisdiction and is one of the regional companies throughout Russia in these nominations.

In the event that your litigation or other dispute, contractual work or any other form of activity concerns the issues discussed in this or our other material, we recommend that you check and make sure that your legal position complies with the latest changes in practice and legislation.

We will be happy to provide you with legal assistance regarding the minimization of legal risks and available opportunities. We will try to find a solution that is right for you.

Call +7 (383) 310-38-76 or write to info@vitvet.com.

Our law firm provides various legal services in different cities of Russia (including Novosibirsk, Tomsk, Omsk, Barnaul, Krasnoyarsk, Kemerovo, Novokuznetsk, Irkutsk, Chita, Vladivostok, Moscow, St. Petersburg, Yekaterinburg, Nizhny Novgorod, Kazan, Samara, Chelyabinsk, Rostov-on-Don, Ufa, Volgograd, Perm, Voronezh, Saratov, Krasnodar, Tolyatti, Sochi).

David Glikshtein, manager. I write articles, look for interesting information and suggest ways to use it in practice. I believe that thanks to high-quality legal analytics, clients come to a law firm, and not vice versa. Do you agree? Then let's be friends on Facebook.