Judicial act: Resolution of the Arbitration Court of the East Siberian District of February 17, 2022 in case No. A78-7859 / 2018
Court's findings:
1. There are no grounds for refusing to pay the plaintiff the actual value of his share in the authorized capital, which was determined on the basis of the conclusions of forensic examinations and the artificial underestimation of the company's assets in the context of a corporate conflict.
2. It was established that the actions of LLC officials related to the adjustment of financial statements after the claimant left the LLC participants in the context of a corporate conflict are aimed at artificially lowering the company's assets in order to deprive the claimant of the opportunity to obtain the actual value of his share in the authorized capital.
3. The court accepted the calculation of the actual value of the share based on the financial statements of the LLC without taking into account its further adjustments.
Comment:
1. Based on paragraph 2 of Art. 14 of the Law on LLC, the actual value of the share of the participant must correspond to the part of the value of the net assets of the company, proportional to the size of its share. At the same time, the value of the company's net assets is determined as the difference between the company's assets and liabilities, data on which are taken from the balance sheet.
2. The issue under consideration has long been under consideration by the Presidium of the Supreme Arbitration Court of the Russian Federation, which stated that if the size of the net assets of the company is negative, the payment of the actual value of the share is impossible. This is true, because if the net asset value of the LLC is negative, it is impossible to talk about the existence of a difference due to which the actual value of the share would be paid.
3. In the present case, however, the court stated otherwise: the actual value of the share with negative assets can still be paid, however, on the condition that it is proved that the company's assets were artificially underestimated.
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