RUDN Journal of Law (Mar 2024)
The legal regime of the share in the authorized capital of a limited liability company acquired by spouses during marriage, during the life of the spouses and after the death of one of the spouses
Abstract
The authors analyze the legal regime of a share in the authorized capital of a limited liability company acquired during marriage, as well as the legal fate of this share in the event of death of one of the spouses. Acquisition of a share is basic for acquisition of corporate rights to participate in the company. Since the legal regime of joint ownership presupposes the ownership of property without determining the shares of each co-owner, regardless of which spouse is registered in the Unified State Register of Legal Entities, both spouses are members of the company and considered as one subject (legal relationship with multiple persons). Any of the co-owners has the right to act in exercising general corporate rights as an authorized person, forming a single will. Increments received from owning shares (income) go into the common property. After the death of a spouse, the common joint property is transformed into the individual property of the surviving spouse, who receives ½ of the common property of the spouses. The second half of the common property is considered to belong to the deceased spouse, and therefore is included in the inheritance mass and undergoes through the procedure of hereditary succession. The transformation of common joint property into the individual property of the surviving spouse is not a transfer, since in this case there is no termination of the surviving spouse’s property rights. The rules governing the transfer of a share in the authorized capital of the company to third parties are not applicable to such transformation. A share in the authorized capital is an indivisible property, and therefore the legal fate of the share is the same.
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