Corporate Rights as an Object of Civil Turnover

Abstract

Sustained scientific views on the legal nature of corporate rights and their turnover have been formed in the research of famous Ukrainian scientists, in connection with which several approaches to understanding corporate rights as an object of civil turnover have been identified. It is determined that the share in the authorized capital can be considered either through the legal category of «disembodied property» or «property rights», depending on the application of a scientific approach to these concepts. It is argued that the legislation on the alienation of shares in the limited liability company, although indirectly, but determines the link between the transfer of shares in the share capital and the rights arising from it, until the conclusion of the contract on alienation of property. After all, making changes to the charter on the composition of participants and the size of their shares on the basis of the decision of the general meeting of the company is not an obligation but a right of members of the company. It is substantiated that the share in the authorized capital should be determined not through the legal category of «property law», but through the concept of «corporate rights», which are filled with property content and pass as a single negotiable object from a participant to others. In this regard, the definition of «corporate rights» should be enshrined at the level of the Civil Code of Ukraine. The concept of «corporate rights» must include the following characteristics: organizational and property nature; the possibility of transfer of corporate rights from a company participant to other persons; value character; the legal form of fixing corporate rights to determine the share in the authorized (composed) capital. This will avoid gaps that need to be filled, based on the needs of a market economy, attracting foreign investment, improving the company's financial performance and more. In addition, it necessitates the introduction of the concept of corporate rights as an independent object of civil rights that can circulate freely in the market and be competitive and attractive to acquire, given the business reputation and existence of the company.