The Arbitration Court of the City of Moscow rejected the demand of the Federal State Unitary Enterprise (FSUE) “Mezhdunarodny pochtamt” to acknowledge its right to part of the profits of LLC “EMS Garantpost.” The legality of this court decision is upheld

FSUE “Mezhdunarodny pochtamt” filed a claim with the arbitration court against LLC “EMS Garantpost”, demanding the acknowledgement of its rights to part of the profits of LLC “EMS Garantpost” for the year 2003.

FSUE “Mezhdunarodny pochtamt” based its claim on the circumstance that it was a participant of LLC “EMS Garantpost” until 30 December 2003, and therefore has the right to part of the profits gained by LLC “EMS Garantpost” for that financial year.

LLC “EMS Garantpost” retained the services of the attorneys of the “YUST” law firm for the defense of its legal interests in the matter.

On 30 March 2005, the Arbitration Court of the City of Moscow rejected the claim filed by FSUE “Mezhdunarodny pochtamt” in case № А40-68596/04-19-143.

After considering the arguments of the claimant and respondent? The Arbitration Court ruled that the provisions of the federal Law of the Russian Federation of 08 February 1998 № 14-FZ “On limited liability companies” with subsequent amendments and additions (hereinafter – Law), and the constituent documents of LLC “EMS Garantpost” do not envisage the right to receive part of the profits of a company by a participant that has withdrawn from that company.

Pursuant to art. 26 of the Law, the claimant did not enjoy the status of a participant of the company from 30 December 2003 – from the moment of serving notice of withdrawal from LLC “EMS Garantpost.” In accordance with part 1 art. 8 and art. 28 of the Law, only participants of the company may receive parts of the company profits. In accordance with part 2 of art. 28 and sub-clause 7 part 2 art. 33 of the Law, decisions concerning the distribution of profits among the participants of a company, the establishment in the constitutive documents of an order of distribution of profits differing from that envisaged by the Law, is solely within the terms of reference of the highest body of a company – the general assembly of participants. The General assembly of participants of LLC “EMS Garantpost” never made a decision to distribute part of the profits for 2003 to FSUE “Mezhdunarodny pochtamt.”

In view of the above circumstances, the court concluded that FSUE “Mezhdunarodny pochtamt” had no rights to receive part of the profits of LLC “EMS Garantpost” for the year 2003.

On 02 June 2005, the legality and correctness of the ruling of the Arbitration Court of the City of Moscow on the matter of FSUE “Mezhdunarodny pochtamt” (case № 09 AP-5259/05-GK) was upheld by the resolution of the Ninth Arbitration Appeals Court.