Prodaja poslovnega deleža in registrske spremembe v družbi z omejeno odgovornostjo v stečajnem postopku

slovenian

2023

volume 49, issue 3/4

Lexpera d. o. o.
(Obvezni izvod spletne publikacije)

The article discusses the admissibility of selling a business share in a limited liability company that is in bankruptcy proceedings. Firstly, the general effects of the transfer of a business share in a limited liability company with a legal transaction are explained. Neither the Companies Act (ZGD-1) nor the Financial Operations, Insolvency Proceedings, and Compulsory Dissolution Act (ZFPPIPP) prohibit trading in shares of a limited liability company in bankruptcy proceedings. An analysis of the admissibility of such a transfer of a business share was also carried out from viewpoint of rules of law governing the court register. Based on this analysis, the author concludes that, in principle, there are no obstacles for an entry of a new member in the register. The author explains a development of the case law regarding that issue. The principled admissibility of entry of a new member in the court register reveals some additional dilemmas, for which the author tries to provide some general answers and solutions.

09.05.2024