FINANCIAL SANCTIONS FOR NONPAYMENT OF CONTRIBUTION TO CHARTER CAPITAL OF LIMITED LIABILITY COMPANY: HISTORY AND APPLICATION PROSPECTS

Abstract

Problem setting. This article is devoted to the problem of necessity of establishing in current Ukrainian legislation financial sanctions for nonpayment by company participants’ contributions to charter capital of limited liability company. This is a quite burning issue due to relevant sanctions were prescribed in Law of Ukraine «On business companies» for quite a long time, but its application hadn’t resulted in solving a problem with nonpaid contributions. To find out the reasons and decide if there is a need to return these sanctions back complex analysis of legislation, drafts of laws, judicial practice and works of domestic scientists was made. Article’s main body. Reason of such failure were analyzed in this article. Main of them are inappropriate way of imposition of sanctions (legislation obliged CEO (who is appointed and dismissed by general participants’ meeting) to perform this obligation) and expediency of this sanction for unfair companies’ participant (it was much easier to pay fine for nonpayment of contribution and stay as companies’ participant instead of paying the whole contribution to charter capital of limited liability company). The abovementioned, as well as very rear practice of implementation of this sanction, resulted in its exclusion from legislation. Instead of it provision about the right of company participants to exclude the unfair participant / reduce his corporate rights were provided in Law of Ukraine «On business companies» and in Civil code of Ukraine. However, lack of legislation mechanism for their implementation had not led to positive result. Therefore, some scientists and state authorities proposed to set financial sanctions for nonpayment of contribution back – this is not a good idea due to their (sanctions) ineffectiveness, confirmed by long practice of their previous application. Conclusions and prospects for the development. As a result, the decision about unreasonableness of return of financial sanctions to Ukrainian legislation was made. Instead of it, it was proposed to provide relevant legislation mechanism for full implementation of norms, governing the process of exclusion of unfair companies’ participant / reduction his corporate rights. It is believed, that this remedy will be able to solve the problem of non-forming of charter capital in Ukrainian limited liability companies.