| Popis: |
The article deals with a necessity of granting the general meeting’s consent with a division of business share in limited liability company in various situations. First, it discusses a need of granting the general meeting’s consent with a division of business share in connection with transfer or passing of business share. Although the Business Corporations Act requires the granting of the general meeting’s consent with a division of business share in connection with transfer or passing of business share, the authors conclude that such a consent is required by law only in cases when the business share is being divided in connection with transfer or passing of business share at the shareholder’s will. Additionally, they are of opinion that Section 43(3) of the Business Corporations Act, which requires granting the general meeting’s consent with a division of business share, is non-mandatory and thus shareholders may in the articles of association conclude that the general meeting’s consent with a division of business share is not necessary or that the consent shall be granted by another corporate body. Furthermore, the article discusses whether the general meeting’s consent is required when a business share is being divided in connection with cancellation of co-ownership or during the inheritance proceeding when the testator did not dispose with a business share mortis causa. In this regard, the authors conclude that the application of Section 43(3) of the Business Corporations Act, which requires granting the general meeting’s consent with a division of business share, is excluded by special regulation of co-ownership’s cancellation or division of the estate in the Civil Code, and thus the general meeting’s consent with a division of business share is not required in these cases. |
