The partners of UAC, the legal company Martyniv Law Firm clarified the issue of LLC liability for the obligation violation to pay the value of the share of the partner who left the company. 

The experts noted that LLCs are obliged to pay the value of the share of a partner who left the company due to the Law "On Limited and Additional Liability Companies".

Regarding the presence/absence of force majeure, according to the norms of the Civil Code of Ukraine, the person who violated the obligation can be exempted, if he proves that this violation occurred as a result of an accident or force majeure.

According to the Regulation on certification of force majeure circumstances by the Ukrainian Chamber of Commerce and Industry and regional chambers of commerce and industry, the basis for certification of force majeure circumstances is the presence of one or more force majeure circumstances from the list. It is defined as an irresistible influence on the fulfillment of the corresponding obligation so that makes it impossible to fulfill by the deadline.

Therefore, the existence of force majeure circumstances, as objective, is not for every obligation which due date has expired. Such circumstance will become force majeure only if the person proves the impossibility of fulfilling the obligations determined by it. That is, the person must justify the existence of a cause-and-effect connection between the force majeure circumstance and the impossibility of fulfilling its obligations.

Thus, if LLC fulfills a monetary liability, the circumstances of the state of war in Ukraine, as well as active military actions in certain territories, can be defined as force majeure. But only if LLC establishes a cause-and-effect connection between the force majeure circumstance and the impossibility of performance such obligation.

Please pay attention that in accordance with article 3.2 of the Regulation on certification of force majeure circumstances the following is not considered as force majeure circumstances (circumstances of force majeure): financial and economic crisis, default, increase of foreign currency against the national currency, non-compliance/violation of one's obligations of the debtor's counterparty, the lack of goods on the market necessary to fulfill the obligation, the debtor's lack of necessary funds, etc.

The activity is carried out within the framework of the project "Support of the economic recovery of Ukraine’s agricultural sector, affected by Russia's military aggression against Ukraine", which is implemented by the Ukrainian Agri Council with the support from the USAID Agriculture Growing Rural Opportunities Activity in Ukraine (AGRO).