Right To Withdraw
The minimum authorized capital of a limited liability company in Spain incorporation is 100 times the minimum wage, i.e. at the time of drafting this article the minimum authorized capital is 8490 roubles (approximately USD 560). Of the authorized capital 50% shall be paid before state registration of the company.
The remaining 50% shall be paid within one year after the date of registration. Different Registration Chamber may, however, have differing practices. The authorized capital may be paid for both in cash and in kind. In kind contribution may, in some cases, have tax and customs consequences. Furthermore, overvaluation of an in kind contribution causes a personal liability to the partners for a period of three years.
Management of the company
The highest management body of the company is the general meeting of the partners. The following decisions are within the exclusive authority of the general meeting of the partners: amendments to the Articles of Association and authorized capital formation of the executive bodies' liquidation or reorganization of the company confirmation of the annual final accounts and election of an auditing commission.
A limited liability company may, but is not required to have a board of directors. If a board of directors is not formed, its functions are performed by the general meeting of the partners. The company shall have an executive body that is responsible for day-to-day operations. Such a body may consist of several members or only one member. In practice in Russia such a body is the General Director. Transfer of shares
Any partner of the company has the right to withdraw from the company as well as to sell his share or a part of his share. In case of withdrawal he shall get a part of the assets of the company in proportion to his share in accordance with what is provided in the constituent documents of the company. All partners of the company have the right of first refusal to purchase such a share. In order to sell a share to any third person or to obtain it by way of inheritance or will, the Articles of Association of the company shall contain such provisions. If the Articles of Association do not provide for the right to sell the share or its part to a third person or to inherit it and no partners are willing to purchase such a share, the company shall pay to the seller/successor a fair market price of the share in cash or by assets of the company corresponding to such a price.
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