Прояви на принципите на добросъвестност и дължима грижа при наследяване на дялове в ООД
Manifestations of the Principles of Good Faith and Due Care in the Inheritance of Shares in a Limited Liability Company (LLC)

Author(s): Lyudmil Karaulanov
Subject(s): Law, Constitution, Jurisprudence, Commercial Law
Published by: Университет за национално и световно стопанство (УНСС)
Keywords: inheritance; company shares; good faith; due care; LLC (Limited Liability Company); transparency; capital protection; heirs; partnership; compensation
Summary/Abstract: The principles of good faith and due care are crucial in the process of inheriting shares in a Limited Liability Company (LLC). They help protect the interests of the company, heirs, and shareholders, while ensuring the company’s stability. Manifestations of the principle of good faith: Transparency and communication: Heirs must openly inform the company of their intention to acquire shares and become partners. This promotes transparency and stabilizes shareholder relations. Access to information: The company must provide heirs with financial information and important documents to enable informed decisions regarding the inheritance. Offering shares to other partners: Good faith requires heirs to offer their shares to remaining partners before transferring them to a third party, should they not be admitted as shareholders. Manifestations of the principle of due care: Protection of the capital base: Due care involves protecting the company’s registered capital. If heirs are not accepted, the general assembly must ensure the shares are acquired by other partners or a third party to maintain the capital. Admission of new partners: The general assembly must exercise care when considering heirs as new partners to avoid conflicts and preserve company stability. Valuation of shares: If heirs are not admitted, the shares should be valued fairly under Article 125, paragraph 3 of the Commercial Act to protect the heirs' interests. These principles help ensure the company’s sustainability and safeguard the rights of all parties involved in the inheritance process.

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