Bill to amend Law on Limited Liability Companies
The Ministry of Economy drafted a bill to amend and supplement the Law on Limited Liability Companies. The proposed amendments regulate the obtaining of an inherited capital share in a limited liability company, if the capacity of associate of the new shareholder is rejected by the associates of the Ltd.
The Constitutional Court, which examined the existing relevant regulations, ruled there may be cases when the capacity of new associate of the shareholder is rejected by the associates of the Ltd given that the limited liability company is founded and works based on the will and mutual confidence of associates. But the rejection should not affect the property right of the one that obtains capital shares, this being entitled to get the equivalent in money of the shareholding.
Thus, the bill proposed by the Ministry of Economy provides that for the changes concerning the obtaining of capital shares to be included in the State Register of Legal Entities, the new shareholder will present the share acquisition document authenticated by the notary to the State Registration Chamber. The modified act on the founding of the Ltd and the decision of the general assembly of shareholders are not required.
In other words, the Ministry of Economy, by this bill, aims to ensure the protection of the rights of Ltd associates and of the new shareholder, enabling this to ask for the equivalent in money of the shareholding, without too many bureaucratic barriers and without needing to present the changes made to the founding act.
The bill is to be examined and approved by the Government and passed by Parliament.