Limited liability company as an association of individuals or an association of capitals

The object of the study is the private legal relationships among the partners of a limited liability company (internal corporate relations). The subject of the study is the legal norms of private law, doctrinal sources that reflect the essence of a limited liability company as a corporate organization, which can be structured as an association of individuals or an association of capitals, as well as the models of the association of individuals and the association of capital themselves. The author examines the specifics of classifying legal entities into associations of individuals and associations of capital, the basis for such classification, the characteristics of associations of individuals and associations of capital, and provides a detailed analysis of changes in legislation regarding the legal regulation of participant exit from a limited liability company, the possibilities of not applying the preemptive right to acquire a stake in the charter capital of the limited liability company, among others. The work thoroughly discusses the risks associated with the potential entry of third parties into a limited liability company, who do not have personal trust relationships with other participants. Both general scientific methods (induction, deduction, analysis and synthesis, abstraction and concretization, systematization and structuring) and specific scientific research methods (normative-legal, comparative-legal, technical-legal) are used in the study. The main conclusions of the research present the possibility for participants of corporate organizations to use various ways to minimize risks associated with arbitrary entry of third parties into a limited liability company (including heirs and spouses of participants, in cases where the share in the charter capital was acquired during marriage), as well as the systematization of these risks (risks of new participants making unfounded claims, requests for exclusion of participants, redistribution of corporate control, deadlocks in management, unwarranted access to information without the possibility of further restricting its dissemination, etc.). Most importantly, when establishing a limited liability company, founders have the opportunity to structure the created entity as an association of individuals (where third parties cannot join without the consent of the participants) or an association of capital (where third parties can freely join) and as a hybrid (where the charter stipulates the specifics of exercising corporate rights by individual participants or their groups).