Authorized capital: a shareholder risk or liability

The article «Authorized capital: a shareholder risk or liability?» analyzes such concepts as the principle of limited liability and business risk to establish the legal nature of authorized capital. The paper compares different points of view of civil law scholars and expresses the author’s position on the issue. In the end, the author concludes that the authorized capital does not limit the shareholder liability, as this judgment is based on the incorrectly constructed principle of limited liability. It is necessary to suggest that the authorized capital limits the shareholder business risk arising in the course of business. The shareholder bears the business risk as an investor of a company, and it is the risk, but not the liability, that is considered to be the basis for legal relationship in question. The authorized capital serves as the basis for shareholder liability only if the shareholder commits an offense causing damage to the company.

business risk, principle of limited liability, shareholder risk, authorized capital