Judicial act: Resolution of the Arbitration Court of the Urals District of February 17, 2022 in case No. А60-50481/2020
Court's findings:
1. The presence of a corporate conflict between its participants, the impossibility of making a unanimous decision on the voluntary liquidation of an LLC, in itself, are not grounds for liquidating a company at the request of one of the participants.
2. The lack of agreement between the participants does not prevent the adoption of decisions aimed at carrying out the activities of the company, since the LLC has a sole executive body.
3. Liquidation of a company as a way to resolve a corporate conflict is possible only when all other measures to eliminate it have been exhausted or their application is impossible.
4. The evidence did not allow the courts to qualify the existing corporate conflict as long-term and so significant that it could serve as a basis for satisfying the claims.
5. The exclusion of a participant from an LLC is an extreme measure related to the deprivation of the right to a share in the authorized capital of an LLC, which is applied only when the consequences of the participant’s actions cannot be eliminated without depriving the violator of the opportunity to participate in the management of the company, while conflict resolution is not intended between LLC members.
Comment:
1. There are several ways to resolve a corporate conflict: voluntary withdrawal of a participant, exclusion of a participant, and liquidation of a legal entity, each of which has different legal consequences for LLC participants.
2. It is liquidation that is the most serious consequence of a corporate conflict for a legal entity as a whole.
3. By declaring a requirement for liquidation, in contrast to a voluntary withdrawal or alienation of a share, a participant in a corporation actually disposes not only of his own share of participation, but also of the shares of other participants. Accordingly, such a decision is a significant restriction of the rights of other participants and is permissible in exceptional cases.
4. The court will satisfy the requirement to liquidate a legal entity due to a corporate conflict only if the following possible conditions exist:
a) The impossibility of achieving the goals for which the legal entity was created - for example, systematic evasion without good reason from participating in the general meeting of the company's participants;
b) Exhaustion of other measures to resolve a corporate conflict and remove obstacles to the continued operation of a legal entity;
c) The duration of a corporate conflict, during which significant abuses were committed by all participants in a business partnership or company.
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