Supreme Court Practice: Non-payment of an LLC Member's Share in the Authorized Capital at the Time of its Disposal Does Not Violate Their Rights

In a case, the seller filed a lawsuit to invalidate the purchase and sale agreement of a share in the authorized capital and the acceptance-transfer act of the share, as well as to remove obstacles in the use of land plots that were illegally occupied by the LLC. The seller argued that the LLC's authorized capital was not formed, as the relevant land plots remained registered in his name, meaning the share in the authorized capital was unpaid.

The LLC filed a counterclaim requesting the recognition of ownership rights to these land plots, arguing that they were contributed to the authorized capital. However, registration of the plots was impossible due to a court-imposed arrest.

The Supreme Court ruled that since the land plots were under arrest, they were restricted in circulation and could not be disposed of. Therefore, the agreement to contribute the plots to the authorized capital is void. However, the court also acknowledged that the seller voluntarily entered into the purchase and sale agreement, confirmed the absence of restrictions, and guaranteed its payment, thus there are no grounds to invalidate the agreement. The court also noted that the plaintiff's actions are contradictory, as he himself disposed of the share and then contested the agreement.

Resolution of the Commercial Cassation Court of the Supreme Court dated June 13, 2024, in case No. 924/9/21.