Various kinds of meetings on important issues are a frequent occurrence in the life of human society. Residents of apartment buildings regularly receive invitations to take part in the general meeting of condominium residents.
As a rule, a few days after the date appointed for the meeting, the chairman of the cooperative or his representatives begin to visit apartments whose inhabitants, for some reason, did not appear at the meeting.
Apartment owners are invited to express their opinion in absentia, since insufficient numbers of voters were present to make a decision during the meeting.
Determining quorum
If the meeting was attended by owners or their representatives who have more than 50% of the votes of the total number of votes of the owners of premises in the apartment building, then a quorum has taken place and the meeting is considered valid and valid (Part 3 of Article 45 of the Housing Code of the Russian Federation).
The number of votes is determined not by the number of people present at the meeting, but by the size of their share in the ownership of common property (Part 3 of Article 48 of the RF Housing Code). Accordingly, for a quorum it is necessary that the owners who jointly own more than 50% of the share in the OI be present at the meeting.
If we are talking about a meeting of the HOA, and not about a general meeting of owners, then the quorum is determined by the total number of votes of the members of the partnership.
And by virtue of clause 2 of Art. 181.5 of the Civil Code of the Russian Federation, unless otherwise provided by law, the decision of the OSS is void, that is, invalid regardless of whether it is recognized as such by the court, if it is made in the absence of the necessary quorum.
When holding a general meeting in person, the quorum must be determined immediately. If the meeting is held in absentia or in absentia, the quorum is determined on the last day of adoption of written decisions.
Sometimes management organizations do not take into account the votes of the owners of non-residential premises - this is a mistake. The quorum is determined based on the participation of the owners of all premises - residential and non-residential.
Voting procedure
All participants in future gatherings should be notified by registered registered letter or by posting an announcement on the information stand.
Notification through public notices at entrances is a common practice. However, there is an additional method - a personal tour of all apartments in the apartment building and handing over a signature notice of the meeting of the owners.
The document must indicate the date of the meeting and the issues on the agenda.
The deadline for reporting an upcoming event is two weeks. Each gathering is held on someone’s initiative, which must be indicated in the notice.
The legislator has established three forms of fees, which are selected before publication of the notice:
- full-time;
- correspondence;
- part-time.
Making decisions on agenda items
The presence of a quorum at a meeting does not guarantee that a decision on each item on the agenda will be made.
To resolve some issues, a majority of votes from the total number of votes of the owners taking part in the meeting is sufficient, that is, 50% of the total number of votes of all owners in the house + 1 vote is sufficient, provided that the meeting has a quorum.
To make decisions, for example, related to the overhaul of apartment buildings, a number of votes of at least 2/3 of the total number of votes of the owners is required, therefore the number of meeting participants to ensure a quorum may be insufficient to make decisions on such issues.
Drawing up the minutes of the general meeting
All participants in the meeting must be included in the minutes, which are drawn up at the venue of the event. It can be short or long-form. A prerequisite is that the agenda items be recorded in the document. The short protocol must contain information about the speakers, and the full version of the document must contain detailed information about all speeches. The head of the company chooses the form of document execution and coordinates it with all participants who are affected by the issue under consideration.
When drawing up a protocol, it is necessary to take into account the current rules of record keeping, which are based on state standards. If they are not observed, even if there is an appropriate quorum, the document may be declared invalid. It must necessarily reflect the following positions:
- full name of the business entity;
- legal form;
- type of meeting;
- place and time;
- form;
- list of persons - participants;
- agenda;
- Voting results;
- vote counting;
- decision-making;
- signatures of all participants.
The section identifying the type of event indicates its nature, which may be a planned or extraordinary event. The form of negotiations can be face-to-face or correspondence. It is worth noting that failure to include any item or its non-disclosure may cause the control authorities to consider the act as an act that has no legal significance.
If there is no quorum
If the meeting is in person and there is no quorum to resolve issues, then a meeting in absentia is declared. In this case, the initiators of the meeting need to draw up a report on the lack of quorum at the meeting in person, confirmed by registration sheets, and make a decision to hold the meeting in absentia in compliance with all established deadlines.
If the meeting is in person or absentee and there is no quorum for the face-to-face part, the meeting is still held and ballots are distributed to those who come.
The absentee part of the meeting is held only for those who did not participate in the in-person part; its duration is determined in advance by the initiator of the meeting and published in the message about the meeting.
When the voting is over, the votes of all those who voted are counted - both in person and in absentia.
The quorum is determined based on the results of both parts of the meeting (Part 3 of Article 47 of the Housing Code of the Russian Federation). Source: RosKvartal® - Internet service No. 1 for management organizations
Rules for counting votes at the OSS
Functions of the administration of the meeting of homeowners in the apartment building
When taking into account voters, you should know that in a situation where the owners of the premises have apartments of unequal square footage, the percentage of their opinion will be uneven. Often, to simplify calculations, a formula is used where each square meter is taken as one vote.
If we take the above example as a basis, then the whole house is 1000 opinions. The owner of a 40-meter apartment has the corresponding number of units. The owner of 150 m2 is allocated 100 units.
Once all official opinions have been counted, the counting commission must publish them. In this case, the total number required is more than 500, since only in such a situation will the minimum quorum be achieved at the meeting of homeowners.
It is important to correctly sum up the result of the referendum. So, if there are many apartments in a building, then it is appropriate to invite a special commission. Representatives of this group take responsibility for keeping minutes of the meeting and are involved in drawing up the results.
When counting votes, those cast by proxy are also taken into account. The correct execution of the document is important, otherwise such a ballot will not be taken into account during legal proceedings.
A common mistake is that an in-person voting option was initially announced, but in fact a quorum did not take place; they also add an absentee form. And in the end there is only one protocol.
The results are transferred to the management organization, which, in turn, sends them to the state housing supervision. No more than 5 working days should pass between these events.
The General Meeting of Shareholders is valid if it was attended by shareholders holding more than half of the votes of the company's outstanding voting shares (Clause 1, Article 58 of Law No. 208-FZ dated December 26, 1995 “On Joint-Stock Companies”, hereinafter referred to as Law No. 208-FZ ). When holding a repeated meeting with the same agenda, the law provides for a quorum, which can be reduced to 30 percent of the votes of the company's outstanding voting shares. The charter of a joint-stock company with more than 500 thousand shareholders may provide for a quorum at an even lower rate. In addition to the quorum for recognizing the meeting as competent, the JSC considers the quorum for decision-making (the minimum required number of votes to make a decision on a specific issue). In a joint-stock company, the minimum number of votes required to make a decision is calculated from the number of votes of shareholders-owners of voting shares participating in the general meeting. The number of votes required in a JSC to make decisions on specific issues is presented in Table 1. Decisions not listed in the table are made by a majority vote (clause 2 of Article 49 of Law No. 208-FZ).For the general meeting of LLC participants, Federal Law No. 14-FZ dated 02/08/98 “On Limited Liability Companies” provides for a quorum only for making decisions. At the same time, on September 1, 2013, Article 181.2 of the Civil Code of the Russian Federation came into force, according to which a decision of any meeting is considered adopted if the majority of the meeting participants voted for it, and at least 50 percent of the total number of participants participated in the meeting. Therefore, now for limited liability companies, in addition to the quorum for making a decision, a quorum is also provided for recognizing the meeting as competent. This does not affect the procedure for counting votes: in an LLC, the number of votes is counted from the total number of votes of participants, regardless of how many participants participated in the meeting. The number of votes required in an LLC to make decisions on specific issues is presented in Table 2. For issues not listed in the table, decisions are made by a simple majority of votes, unless the articles of association require a larger number of votes.
Table 1 Number of votes required to make decisions in a joint-stock company
Question being voted on
| How is quorum determined and features of adoption? | |
| The decision is made unanimously | |
| The decision to establish a company, approve its charter and approve the monetary value of securities, other things or property rights or other rights with a monetary value, contributed by the founder in payment for the shares of the company, is adopted by the founders unanimously (Clause 3 of Article 9 of Law No. 208-FZ ). | A decision of all founders of the company is required |
| Conversion into a non-profit partnership (Clause 1, Article 20 of Law No. 208-FZ) | Requires a resolution of all shareholders |
| The decision is made by a qualified majority (at least 3/4 votes required) | |
| Election of management bodies, audit commission (auditor), approval of the company’s auditor (Clause 4 of Article 9 of Law No. 208-FZ) | The decision is made by the founders by a three-quarters majority of the votes representing the shares to be placed among the founders of the company |
| Introduction of amendments and additions to the charter or approval of the charter in a new edition (subclause 1, clause 1, article 48, clause 4, article 49 of law No. 208-FZ) | The minimum required number of votes is counted from the votes of shareholders - owners of voting shares taking part in the general meeting of shareholders (similar cases are listed below - votes are counted according to the general rule) |
| Reorganization of the company (subclause 2, clause 1, article 48, clauses 3, 4, article 49 of law No. 208-FZ) | Votes are counted according to the general rule. The decision is made (that is, the issue is put to a vote) only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter |
| Liquidation of the company, appointment of a liquidation commission and approval of the interim and final liquidation balance sheets (subclause 3, clause 1, article 48, clause 4, article 49, law No. 208-FZ) | Votes are counted according to the general rule |
| Determination of the number, par value, category (type) of authorized shares and the rights granted by these shares; (subparagraph 5, paragraph 1, article 48, paragraph 4, article 49 of law No. 208-FZ) | Votes are counted according to the general rule |
| Acquisition of outstanding shares in cases provided for by Law No. 208-FZ (subclause 17, clause 1, Article 48, clauses 3, 4, Article 49 of Law No. 208-FZ). | Votes are counted according to the general rule. The decision is made only at the proposal of the board of directors (supervisory board) of the company |
| Making a decision to apply for the delisting of the company's shares and (or) the company's issue-grade securities convertible into its shares (subclause 19.2, clause 1, article 48, clause 4, article 49 of Law No. 208-FZ). | Votes are counted according to the general rule |
| Reducing the authorized capital by reducing the par value of shares (Clause 3, Article 29 of Law No. 208-FZ). | Votes are counted according to the general rule. The decision is made only at the proposal of the board of directors (supervisory board) of the company |
| Increasing the authorized capital by placing additional shares (placing issue-grade securities convertible into shares) (Clause 3, Article 39 of Law No. 208-FZ). | Votes are counted according to the general rule |
| Placement through open subscription of ordinary shares, as well as issue-grade securities convertible into ordinary shares, constituting more than 25 percent of previously placed ordinary shares, unless the need for a larger number is provided for by the charter (clause 4 of Article 39 of Law No. 208-FZ) | Votes are counted according to the general rule |
| Decision on approval of a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of assets (clause 3 of Article 79 of Law No. 208-FZ) | Votes are counted according to the general rule |
| Making a decision to apply to the Bank of Russia for exemption from the obligation to disclose or provide information in accordance with securities legislation (clause 1 of Article 92.1 of Law No. 208-FZ). | Votes are counted according to the general rule |
| The decision is made by a simple majority of votes | |
| Decision on the issue of payment (declaration) of dividends on preferred shares of a certain type. At the same time, the votes of shareholders - owners of preferred shares of this type, cast for voting options expressed in the wording “against” and “abstained”, are not taken into account when counting votes, as well as when determining the quorum for making a decision on this issue (clause 4.2 of Article 49 Law No. 208-FZ). | Votes are counted according to the general rule. But the votes of shareholders - owners of preferred shares of this type, cast for voting options, “against” and “abstained”, are not taken into account when counting votes, as well as when determining the quorum for making a decision on this issue |
| The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company’s assets, if unanimity of the board of directors (supervisory board) on this issue is not reached and it is submitted for decision to the general meeting of shareholders (clause 2 of Art. 79, paragraph 3 of article 49 of law No. 208-FZ). | Votes are counted according to the general rule. The decision is made only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter |
| The decision to approve a transaction in which there is an interest in those cases where approval of the transaction by the general meeting of shareholders is required (clause 4 of Article 83, clause 3 of Article 49 of Law No. 208-FZ). | Votes are counted from the votes of all shareholders who are not interested in the transaction and own voting shares. The decision is made only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter |
Table 2 Number of votes required to make decisions in an LLC
| Question being voted on | Features of decision making |
| The decision is made unanimously | |
| Providing participants (participant) with additional rights, as well as termination or limitation of additional rights granted to all participants (Clause 2 of Article 8 of Law No. 14-FZ) | The number of votes is counted from the total number of votes of the company’s participants (similar cases are named below - votes are counted according to the general rule) |
| Imposition of additional responsibilities on all participants, as well as their termination (clause 2 of Article 9 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Making decisions on the establishment of a company, approval of its charter, approval of the monetary value of securities, other things or property rights or other rights with a monetary value contributed by the founders to pay for shares in the authorized capital (Clause 3 of Article 11 of Law No. 14-FZ) . | Votes are counted according to the general rule |
| Limitation of the maximum size of a participant’s share, the possibility of changing the ratio of shares of company participants, changing and eliminating this restriction (clause 3 of Article 14 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Approval of the monetary value of the property contributed to pay for shares in the authorized capital of the company is approved (Clause 2 of Article 15 of Law No. 14-FZ). | Votes are counted according to the general rule |
| An increase in the authorized capital on the basis of an application from a participant (participants) to make an additional contribution and (or), unless prohibited by the company’s charter, an application from a third party (third parties) to join the company and make a contribution (clause 2 of Article 19 of Law No. 14- Federal Law). | Votes are counted according to the general rule |
| Offsetting monetary claims to the company against additional contributions made by participants and contributions by third parties (Clause 4, Article 19 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Inclusion in the charter of a provision on the preemptive right to purchase a share or part of a share in the authorized capital by participants or the company at a price predetermined by the charter, including changing the size of such a price or the procedure for determining it (paragraph 4, clause 4, article 21 of Law No. 14-FZ ). | Votes are counted according to the general rule |
| Inclusion in the charter of the opportunity for participants or the company to exercise the preemptive right to purchase not the entire share (part of the share) offered for sale (paragraph 5, paragraph 4, article 21 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Inclusion in the charter of provisions on the procedure for participants to exercise the right to purchase a share or part of a share in the authorized capital of the company disproportionate to the size of their shares (paragraph 6, paragraph 4, article 21 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Establishment in the charter of a different period for payment of the actual value of the share compared to the three-month period provided for by law, when the company acquires a participant’s share in two situations: first, due to the fact that the charter prohibits (limited) the alienation to third parties of a share (part of a share) owned by participant, and the remaining participants refused the acquisition (there is no consent to alienation), the second - when the general meeting makes a decision to carry out a major transaction or to increase the authorized capital, at the request of the participant who voted against such a decision (paragraph 3, paragraph 2, article 23 Law No. 14-FZ). | Votes are counted according to the general rule |
| Establishment in the charter of a different period or procedure for payment of the actual value of the share compared to the three-month period provided for by law when a participant leaves the company (clause 6.1 of Article 23 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Sale of a share (part of a share) to members of the company, as a result of which the size of the shares of its participants changes, sale of a share (part of a share) to third parties. Determining a lower price for the share being sold compared to its nominal value, as well as compared to the price paid by the company in connection with the transfer of the share (part of the share) to it (clause 4 of Article 24 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Payment to creditors by the remaining participants of the actual value of the share (part of the share) of the participant whose property is being foreclosed on, in proportion to their shares in the authorized capital (Clause 2 of Article 25 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Inclusion in the charter of a provision on the participant’s right to exit (Clause 1, Article 26 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Inclusion in the charter of a provision on the obligation of participants to make additional contributions to the property of the company (Clause 1, Article 27 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Introducing into the charter provisions establishing the procedure for determining the size of contributions to the property of the company disproportionate to the size of the shares of participants, as well as provisions establishing restrictions on making contributions to the property of the company (paragraph 3, paragraph 2, article 27 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Amendment and exclusion of provisions of the charter establishing the procedure for determining the size of contributions to the company’s property disproportionate to the size of the shares of participants and restrictions associated with making contributions to the company’s property established for all participants of the company (paragraph 4, paragraph 2, article 27 of Law No. 14-FZ) . | Votes are counted according to the general rule |
| Inclusion in the charter, as well as amendment and exclusion from the charter of provisions establishing a different procedure for the distribution of profit between participants, in comparison with the procedure established by law (distribution of profit in proportion to shares in the authorized capital) is carried out by decision of the general meeting of participants of the company, adopted by all participants of the company unanimously ( Clause 2 of Article 28 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Introducing, amending and deleting provisions of the charter that establish a different procedure for determining the number of votes of company participants compared to that established by law, when the number of votes of a participant is proportional to his share in the authorized capital (paragraph 5, paragraph 1, article 32 of Law No. 14-FZ). | Votes are counted according to the general rule |
| Making a decision on the reorganization or liquidation of the company (subparagraph 11, paragraph 2, article 33, paragraph 2, paragraph 8, article 37 of Law No. 14-FZ). | Votes are counted according to the general rule |
| The decision is made by a qualified majority (at least 2/3 votes are required) | |
| Creation of branches, opening of representative offices (Clause 1, Article 5 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Termination or restriction of additional rights granted to a certain member of the company (paragraph 3, paragraph 2, article 8 of Law No. 14-FZ) | Votes are counted according to the general rule. In this case, the company participant who owns such additional rights must vote for such a decision or give written consent. |
| Imposition of additional responsibilities on a certain participant in the company (Clause 2, Article 9 of Law No. 14-FZ) | Votes are counted according to the general rule. In this case, the company participant who is assigned such additional responsibilities must vote for such a decision or give written consent |
| Increasing the authorized capital of the company at the expense of its property (Clause 1, Article 18 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Decision to increase the authorized capital of the company by making additional contributions by the company's participants (Clause 1, Article 19 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Exclusion from the charter of provisions on the pre-emptive right to purchase a share (part of a share) in the authorized capital at a price predetermined by the charter (paragraph 4, clause 4, article 21 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Exclusion from the charter of provisions on the possibility of participants or the company to have the preemptive right to purchase not the entire share (part of the share) offered for sale (paragraph 5, paragraph 4, article 21 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Exclusion from the charter of provisions on the procedure for participants to exercise the right to purchase a share or part of a share in the authorized capital of the company disproportionate to the size of their shares (paragraph 6, paragraph 4, article 21 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Exclusion from the charter of provisions establishing a different period or procedure for payment of the actual value of a share compared to the three-month period provided for by law in the case when a participant leaves the company (clause 6.1 of Article 23 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Exclusion from the company's charter of provisions on a different period for payment of the actual value of a share compared to the three-month period provided for by law, when the company acquires a participant's share in two situations: first, due to the fact that the charter prohibits (limited) the alienation of a share (part of a share) to third parties ), owned by the participant, and the remaining participants refused the acquisition (there is no consent to alienation), the second - when the general meeting makes a decision to carry out a major transaction or to increase the authorized capital, at the request of the participant who voted against such a decision (paragraph 3, paragraph 2 Article 23 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Decision on making contributions to the property of the company (paragraph 2, paragraph 1, article 27 of Law No. 12-FZ) | Votes are counted according to the general rule |
| Amendment and exclusion of provisions of the company’s charter that establish restrictions related to making contributions to the company’s property established for a specific participant (paragraph 4, paragraph 2, article 27 of Law No. 14-FZ) | Votes are counted according to the general rule. In this case, the member of the company for whom such restrictions are established must vote for such a decision or give written consent |
| Amendment of the company's charter (subclause 2, clause 2, article 33, clause 8, article 37 of law No. 14-FZ) | Votes are counted according to the general rule |
| The decision is made by a qualified majority (at least 3/4 votes required) | |
| The election of the company's management bodies, the formation of an audit commission or the election of the company's auditor and the approval of the company's auditor are carried out (Clause 4 of Article 11 of Law No. 14-FZ). | Votes are counted according to the general rule |
| The decision is made by a simple majority of votes | |
| Making a decision on the election of a presiding officer, unless otherwise provided by the charter (Clause 5, Article 37 of Law No. 14-FZ). | Unless otherwise provided by the charter, when voting on the issue of electing a chairperson, each participant in the general meeting has one vote. |
| Determining the main directions of the company’s activities, as well as making decisions on participation in associations and other associations of commercial organizations (paragraph 3, paragraph 8, article 37, subparagraph 1, paragraph 2, article 33 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Formation of the executive bodies of the company and early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the company to the manager, approval of such a manager and the terms of the agreement with him (paragraph 3, paragraph 8, article 37, subparagraph 4, paragraph 2, art. 33 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Election and early termination of powers of the audit commission (auditor) of the company (paragraph 3, paragraph 8, article 37, subparagraph 5, paragraph 2, article 33 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Approval of annual reports and annual balance sheets (paragraph 3, paragraph 8, article 37, subparagraph 6, paragraph 2, article 33 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Making a decision on the distribution of the company’s net profit between the company’s participants (paragraph 3, paragraph 8, article 37, subparagraph 7, paragraph 2, article 33 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Approval (acceptance) of documents, internal documents of the company (paragraph 3, paragraph 8, article 37, subparagraph 8, paragraph 2, article 33 of law No. 14-FZ) | Votes are counted according to the general rule |
| Making a decision on the placement of bonds and other issue-grade securities by the company (paragraph 3, paragraph 8, article 37, subparagraph 9, paragraph 2, article 33 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Appointment of an audit, approval of the auditor and determination of the amount of payment for his services (paragraph 3, paragraph 8, article 37, subparagraph 10, paragraph 2, article 33 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Appointment of a liquidation commission and approval of liquidation balance sheets (paragraph 3, paragraph 8, article 37, subparagraph 12, paragraph 2, article 33 of Law No. 14-FZ) | Votes are counted according to the general rule |
| Decision to approve an interested party transaction (paragraph 2, paragraph 3, article 45 of Law No. 14-FZ) | Votes are counted from the total number of votes of company participants who are not interested in completing such a transaction |
| The decision to give consent to pledge a share (part of a share) in the authorized capital of the company belonging to the participant, unless this is prohibited by the charter and if the charter does not provide for the need for a larger number of votes (clause 1 of Article 22 of Law No. 14-FZ) | The vote of a participant who intends to pledge a share is not taken into account |
Legal nature of the exception
The exclusion of a participant from the company is a form of corporate liability of the first to the second provided for by law, aimed at unilateral termination of corporate legal relations by decision of the company for violation of the obligations of the participants, including making contributions to the authorized capital. The legal nature of the exception is similar to unilateral termination of the contract, since in both cases there is a termination of obligations arising on the basis of the contract and participation in the company at the request of one of the parties to the legal relationship. As a result of the exception, corporate legal relations are transformed into obligations, since the company has property obligations to pay the former participant the actual value of the share. However, unlike contractual ones, termination of corporate legal relations is complicated by the fact that the debtor is the participants of the company, and not an outside counterparty. As a participant, he has corporate rights and, through the highest body of society, can influence the will of society.
The application of measures of liability to a participant for a corporate offense is the right of society, and therefore it is logical that the implementation of this right depends only on society. This means that if there are grounds (violation), the company cannot prevent the company from making a decision to exclude the participant. However, this is where the second problem arises, which became the reason for the constitutional appeal - the problem of quorum.
In the interests of ensuring fairness in the field of corporate relations, it would be advisable to distinguish between the legal status of participants who make contributions, which means they have fulfilled their obligations properly, and those who have not. Some experts propose that the unpaid portion of the share automatically transfer to the community upon expiration of the term. This would solve many problems, including quorum. However, current legislation does not provide for such a rule. Therefore, the participant who did not make a contribution, in practice, and after the expiration of the one-year period, enjoys all corporate rights in full, without any restrictions. This situation is unfair because it equalizes the rights of the one who violated the obligations and the person who acts lawfully. This is precisely what caused the need for interpretation.
