Co-owners of a liquidated legal entity receive the cost of a share in its subsidiary ("daughter"), if they are not given the share itself - the Supreme Court of Russia
September, 20 2021

The co-owners of the liquidated company must receive the value of its investment in the authorized capital of the subsidiary, if the allocation of the share itself is blocked. That is what the Supreme Court of the Russian Federation decided following the consideration of the complaint by Robert Minnakhmetov, the arbitration manager of Argentum LLC in Nizhny Novgorod. This company was liquidated by the Federal Tax Service (FTS) in the summer of 2018 as an inactive legal entity. Later, it was found that the company had a property - 99.968% in the authorized capital of Argo LLC with a nominal value of 15.77 million rubles, and the controlling co-owner of Argentum - CJSC AG Capital - applied to the court with an application for its distribution. But the distribution was blocked, since the minority co-founder of Argo, LLC Gorky 17 (0.016% in the capital) did not give the consent required by the charter to transfer the share. It was beneficial for this company to block the emergence of a new co-owner, since according to the same charter, in the absence of consent to the transfer, the share of Argentum is received by Argo itself, and in fact, Gorky 17, together with another minority shareholder, Business Pravo LLC, begin to own the company. on an equal footing. The courts of three instances rejected AG Capital's claim. They stated that the law on limited liability companies allows for the possibility of restrictions similar to those in the charter of "Argo". Taking this into account, the procedure for the distribution of property cannot be introduced, since the rules governing it cannot replace the special norms of corporate law and the charter of "Argo", the first instance and appeal decided. The cassation, in its turn, added that the bankruptcy trustee, previously appointed by the court to distribute Argentum's property, is legally not entitled to initiate a dispute with respect to a defunct organization. The cassation terminated the distribution procedure itself, having decided that it was impossible due to Gorky 17's refusal to transfer the share. However, the Supreme Court of the Russian Federation, to which the arbitration manager of Argentum complained, overturned the decisions of the lower courts. This court called their conclusion that it was impossible, in principle, to complete the procedure for distributing the discovered property in the case under consideration as incorrect. It's just that it should be carried out taking into account the impossibility of transferring a share, it follows from the definition of the Supreme Court of the Russian Federation: AG Capital and another co-owner of Argentum - Training Center Priority LLC (70% and 30%, respectively) - must, in accordance with paragraph 5 Article 23 of the LLC Law to obtain the value of a share in a liquidated company. "The right to demand payment of the value of a share in the authorized capital can be distributed directly to the participants of a liquidated legal entity in the absence of disagreements between them on this score," the Supreme Court of Russian Federation says. If there are disagreements, the arbitration manager appointed by the court may sell such a right at an auction, or, if the deadline for its execution has already arrived, declare a corresponding demand to pay the value of the share to the company. The dispute was sent for new consideration, taking into account the clarifications of the Supreme Court of Russian Federation.


Rizvan Fazdalov

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