Shareholders’ Agreement In The Light Of Recent Changes In Legislation On LLC And ALC

Abstract

This article states that the Law of Ukraine «On Limited and Additional Liability Companies» for the first time used the term «corporate agreement» at the legislative level, and examines the regulatory impact of this law on this legal phenomenon. It is established that shareholders’ agreement is also an act of exercising corporate legal capacity by participants of companies in a contractual form and generates corporate consequences; as well as that under this agreement the participants do not acquire any new rights - the terms of the agreement only establish the procedure for exercising their rights or refraining from exercising them. There are comments regarding the provisions of the legislation on gratuitousness of the shareholders’ agreement and its invalidity as a consequence of the establishment of a condition for payment or counter-indemnification in the shareholders’ agreement. The study outlines the range of legal relationships that may be the subject of a shareholders’ agreement, including the procedure for resolving a deadlock. It is concluded that in case of invalidity of the shareholders’ agreement or non-fulfillment of obligations, the decisions made at the general meeting in violation of the law or the agreement are not invalid, but can be appealed. In this regard, the amendment to the norm of Art. 258 of Civil Law Code, which set the new method of protection of the infringed right and reduced the appealing term for invalidation of the decision of the company general meeting.