Judicial act: Resolution of the Arbitration Court of the North Caucasus District dated February 15, 2022 in case No. A25-2120/2020
1. The arbitration court is obliged to suspend the proceedings in the case if it is impossible to consider this case until the resolution of another case being considered by the Constitutional Court of the Russian Federation, the constitutional court of a constituent entity of the Russian Federation, a court of general jurisdiction, an arbitration court.
2. The consideration of one case before the resolution of another should be recognized as impossible if the circumstances investigated in another case, or the result of its consideration are essential for this case, that is, they can affect the result of its consideration on the merits.
3. This impossibility means that, if the proceedings on the case are not suspended, the resolution of another case may lead to the illegality of the court decision, incorrect conclusions of the court or the issuance of conflicting judicial acts.
4. Meanwhile, in the framework of another case, the company asks to recognize Kyarova D.K. as having lost the status of a participant in the company. due to non-payment by the participant of the company of a share in the authorized capital.
5. Since the contested decision of the company affects the rights and legitimate interests of Kyarova D.K., the plaintiff has the right to appeal against the said decision, regardless of the circumstances established in another case regarding the presence / absence of her status as a member of the company.
1. The court found that since the plaintiff was a participant in an LLC, therefore, he can appeal against the decisions of the company, regardless of the existence of a dispute in another case.
2. It is necessary to distinguish the situation under consideration from the situation if the participant disputing the decision was not such at the time of the adoption of the decision of the general meeting: in this case, he cannot be considered a person authorized to present the relevant requirements.
3. Actions that the company can take in connection with the non-payment by the participant of his share in the authorized capital:
a) Making a decision on the distribution of the transferred share between the participants of the company or on its sale to a third party;
b) Recovery of a penalty (fine, penalty fee) for failure to fulfill the obligation to pay shares in the authorized capital of the company;
c) Restriction of the participant's voting rights within the limits of the paid share.
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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.
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