The article offers the generalized view of the optimal principles for systematization of the legislation regulating membership (in particular – corporate) relations in legal entities with obligatory or optional multiplicity of the membership (in particular – participation). Thus, the author highlights main stages of the development of the legislation and makes conclusion that there is a number of laws adopted over the years co-existing and creating mix of the legal rules. As a result, it is necessary to get to the overall interpretation each time one tries to apply those rules, to identify general and special rules as well as rules adopted earlier and later. The general part of the corporate law provided by Civil and Commercial Codes covers only few issues. So one can see that corporate legislation or if we look at this issue a bit wider – legislation regulating membership (in particular – corporate) relations in legal entities with obligatory or optional multiplicity of the membership (in particular – participation) in general is poorly adapted for application. The trends in lawmaking one may observe do not give much hope for change for the better.

Having studied the current case law and European experience of legal regulation of membership and participation relations, the author concludes that it is appropriate to adopt a single codified act to provide regulation of membership (in particular – corporate) relations in legal entities with obligatory or optional multiplicity of the membership (in particular – participation) as well as some relations adjoining to the corporate ones based on the considerations of the usability of the application of law.

The codified act like that should contain a voluminous general part, aimed to fix rules common for different organizational and legal forms and to provide the diversification of the legal regulation for the different kinds of legal entities with obligatory or optional multiplicity of the membership (in particular – participation) on a single conceptual and stylistic basis.

The provisions of the general part of the codified act shall apply to the relationship between the legal entity with obligatory or optional multiplicity of the membership (in particular – participation) and its members (participants) as well as between members (participants) themselves regardless of whether that codified act provides for special provisions concerning the relevant legal form.

It is necessary to join efforts of all the community of corporate law specialists in order to resolve this problem successfully. It demands purely instrumental approach based on ideological compromises and to reject the dogmatic confrontation, which, at least in the field of corporate law, is counterproductive given the time and efforts spent on this confrontation for the last and the result we actually have.

Bibliography

Authored books

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2. Lukach I, Teoretychni problemy pravovoho rehuliuvannia korporatyvnykh vidnosyn v Ukraini (Lira-K 2015) (in Ukrainian).

3. Zhornokui Yu, Slipchenko S, Zhornokui V, Korporatyvni Pravovidnosyny (ECUS 2021) (in Ukrainian).

4. Shcherbyna V, Subiekty Hospodarskoho Prava (Yurinkom Inter 2008) (in Ukrainian).

Edited books

5. Kontseptsiia onovlennia Tsyvilnoho kodeksu Ukrainy (ArtEk 2020) (in Ukrainian).

6. Luts V (red), Korporatyvne pravo Ukrainy (Yurinkom Inter 2008) (in Ukrainian).

Journal articles

7. Vasilieva V, Kostruba A, ‘Corporate Law in Ukraine within the Framework of Approaching the European Union Standards’ (2020) 1 Chasopys Kyivskoho Universytetu Prava (in English).

8. Dovgert A, ‘Metodolohichne znachennia idei nadnatsionalnoho tsyvilnoho prava’ (2009) 8 Pravo Ukrainy (in Ukrainian).

9. Dovgert A, ‘Rekodyfikatsiia Tsyvilnoho kodeksu Ukrainy: osnovni chynnyky i peredumovy dlia startu’ (2019) 1 Pravo Ukrainy 38 (in Ukrainian).

10. Kharytonov Ye, Kharytonova O, ‘Rekodyfikatsii tsyvilnoho zakonodavstva v konteksti intehratsii Ukrainy u pravovyi prostir YS’ (2019) 33 Chasopys Tsyvilistyky (in Ukrainian).

11. Smitiukh A, ‘Korporatyvni ta chlenski prava ta pravovidnosyny u svitli novitnoi praktyky Velykoi Palaty Verkhovnoho Sudu 2019–2020 rokiv’ (2020) 38 Pravova Derzhava (in Ukrainian).