limited and additional liability companies” [30] establishes that the limited liability
company member enjoys the right on the share (part of the share) of the statute capital
assignment to one or several members of this company or to the third parties.
The main forms of investments in corporate rights are the following:
- The investment contribution to the share capital of the company;
- Purchase of corporate rights.
The first form of investment is regulated by the Law of Ukraine “On foreign
investment regime” [4], “On limited and additional liability companies” [30], “On joint
stock companies” [31] and “On foreign investments protection in Ukraine” [32].
According to the Part 3 of the Article 1 of the Law of Ukraine “On foreign
investment regime”, [4] the foreign investment in the share capital of the
entrepreneurship with foreign investments must be not less than 10%.
It is worth mentioning that the Article 287 of the Customs Code of Ukraine [33]
establishes that goods (except goods for sale or used for purposes not directly related
to the entrepreneurship activity), imported into the customs territory of Ukraine for at
least three years by foreign investors according to the Law of Ukraine “On Foreign
Investment”[34] with the aim of investment under registered agreements (contracts)
or as foreign investors investment to the share capital of the enterprise with foreign
investments, are free from import duty payments.
The second form of investment is corporate rights purchase. This type is a good
one for the purchase of shares in the joint stock companies. However, it has some
peculiarities when purchasing corporate rights in the limited liability company.
On February 6, 2018 the Law of Ukraine “On limited and additional limited
companies” was adopted. That act abolished a lot of problems in the corporate
investments. For example, the previous legislation established that person who bought
a share in the company cannot enjoy the rights following from the share. To enjoy
corporate rights the general meeting of the company should pass the decision on
acceptance of the investor to the members of the company. If the general meeting
refused, the investor could ask for the compensation. Such situation has been typical
for corporate relations until the law on limited companies adoption.
The imperfection of the legal regulation also led to the duality of the legal
positions of the courts over the past years in deciding the question when the heir
become a party to the limited liability company. Under the previous legislation the heir
received only the right on a share in the company but not the right to participate in the
company. To enjoy this right the general meeting should pass the decision of
acceptance. Such an approach was formed on the basis of an analysis of the Articles
130, 147 and 166 of the Civil Code of Ukraine [2] and Articles 55 and 69 of the Law
of Ukraine “On Business Associations” [35].
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