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Withdrawal of the deceased participant from the LLC

This material will be of interest to members of limited liability companies, which are faced with certain legal issues with the member who died or his/her successors.

We will tell you by the example of our Client’s situation, how to withdraw the deceased LLC member, and what procedural steps should be taken in this case.

Core of the case: Withdrawal of the LLC member

In early 2020, in February, we were contacted by our regular Client who had faced some problems after the death of one of the LLC members, who was also the director.

The death of this member jeopardized the very existence of the company and the normal interaction between the members, so the Client had to withdraw him from the LLC. The Client wanted the entire procedure to be carried out as soon as possible, but correctly and without violating the law. Therefore, he turned to our lawyers for assistance.

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Legal assistance in withdrawing the LLC member in connection with his/her death

First of all, we have revised the constituent documents of the company and studied all the necessary information about the company, the member and his successors to analyze the situation.

Based on the information provided, we concluded that the share of the deceased member was 35% of the authorized share capital. The heirs performed all the actions related to the acceptance of the inheritance, but they didn’t take certain procedural actions for joining the LLC.

We suggested the following solution: the LLC may withdraw the member by the general meeting of shareholders if no application for joining the company was submitted by the heirs within one year from the date of acceptance of the inheritance or if the share of the authorized share capital is less than 50%.

The general meeting of shareholders may be convened at the initiative of a member with a share of the authorized share capital exceeding 10 percent or at the request of the executive body or supervisory board. We have also noted that the course of the general meeting must necessarily be recorded by technical means.

Please note! All shareholders must be notified of the general meeting, regardless of their share in the authorized share capital.

As a result of our actions, the Client was able to start the process of withdrawing the LLC member. We have concluded an agreement with the Client on rendering legal services in the sphere of corporate law. Today we still cooperate with the Client, providing legal support to his company.

Do you need assistance in withdrawing the LLC member? Give us a call! We will help even in a difficult situations.

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