Legal regime of a share in the charter capital of a limited liability company
Abstract
Based on the analysis of Ukrainian legislation and legal doctrine, the article examines the legal regime of a share in the authorised capital of a limited liability company. The necessity of considering a share in the authorized capital in two senses is substantiated: economic and legal. According to the first meaning, such a share expresses a part of the value of the company’s property and gives a person the opportunity to dispose of the company's capital (assets). However, from a legal point of view, there is an insurmountable obstacle to this understanding – the status of a limited liability company as an independent participant in civil relations, which owns such property, and property separation is one of the features that characterises it.
The opinion that a share in the authorised capital of a limited liability company does not coincide with the concepts of “corporate rights” or “property rights” is supported, it is an independent tradable object, but with a specific legal regime, in particular, it cannot be the object of other limited property rights, but it is such a share (and not corporate rights) that can be the object of property rights.
It has been proved that: 1) the legal nature of a share should be characterised through the legal nature of the powers of a limited liability company participant; 2) such powers constitute a single and indivisible set of corporate rights which are recognised as a separate category of rights, along with obligatory and property rights; 3) the legal nature of corporate rights is of a comprehensive nature, which primarily consists of a combination of the principles of absoluteness and relativity; 4) the definition of a share only through the shareholder's rights is not justified, since the shareholder's rights are inextricably linked to his/her obligations; 5) a share as an object of civil rights is “other property”, not “property rights”.
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