A member of a limited liability company can lose the status of a member in the company against his will in two different groups of situations.
I Exclusion of a member by decision of the assembly of the company
The assembly of a limited liability company can make a decision on the exclusion of a member of the company in a situation where a member of the company does not fulfill his obligation to pay a monetary contribution to the company or make a non-monetary contribution to the company.
However, in order for a member to be excluded from the company, in addition to the expiration of the deadline for payment, i.e. the entry of contributions into the company, it is necessary that the company, after the expiration of this deadline, once again invites its member in writing to fulfill his obligation within a deadline that cannot be shorter than 30 days.
After the expiry of this additional term for the payment obligation, i.e. the entry of shares into the company, the company has the right to convene a meeting of the company’s assembly and to pass a decision on the expulsion of the member by a two-thirds majority of the remaining members of the company (unless the founding act of the company provides for a different majority for making such a decision) , and on the basis of which decision the excluded member is deleted from the Business registers agency.
A member of the company that is excluded from the company in accordance with the described procedure does not have the right to demand compensation from the company for his share in the company.
II Exclusion of a member by court decision
In a situation where a member of the company intentionally or through gross negligence causes damage to the company, does not perform special duties towards the company, i.e. if his actions or failure to undertake them significantly hinders the business of the company, the company acquires the right to submit a lawsuit to the court for the exclusion of the member from the company.
In order for the company to file such a lawsuit, it is necessary that the decision to file a lawsuit against the member with the aim of his exclusion from the company is made at the session of the company’s assembly. The majority that is necessary for the adoption of such a decision is a simple majority of the members of the company, excluding the votes of the member of the company whose exclusion is decided.
In addition to the company itself, such a lawsuit can also be filed by a member of the company that owns at least 5% of the company’s capital, in the event that the company’s assembly does not decide on his proposal to make a decision on filing a lawsuit to exclude a member from the company within 2 months, or in a situation where the assembly of the company rejects such a proposal.
A member of the company that has been excluded from the company by a court decision has the right to compensation for the value of his share from the company. The company can pay the said compensation to the excluded member of the company only from the funds that represent the reserves provided for such purposes or from the funds generated by the sale of the shares of the excluded member of the company, which share becomes the company’s own share on the day of exclusion.
Also, until the full payment of the fee for the share to the excluded member of the company, the company cannot pay the profit to the remaining members, but is obliged to allocate all the realized profit to the reserves intended for the payment of the excluded member of the company.
