Rights and obligations of shareholders of the Limited Liability Company in Poland

As a general rule, the shareholders have equal rights and obligations in the limited liability company in Poland, unless otherwise stipulated in Articles of Associations. This rule is called principle of equal treatment of shareholders in the same circumstances.

The rights of shareholders in Polish Limited Liability Company

Shareholders’ rights should be divided into:

  1. rights “attached” to shares (arising from the Polish Commercial Companies Code) – corporate rights
  2. rights assigned personally to the shareholder (arising from the Artlicles of Association of certain company)

On the other hand, corporate rights may be divided into:

  1. non property corporate rights
  2. property corporate rights

Non property corporate rights of shareholders in Limited Liability Company in Poland

  1. the right to participate and vote at the Shareholders Meeting;
  2. the right to supervise the company’s activities – manifested in:
    1. individual control or
    2. control by the Supervisory Board
  3. the right to appeal against resolutions adopted by the Shareholders Meeting
  4. the right to request the exclusion of the other shareholder from the company

Property corporate rights of shareholders in Limited Liability Company in Poland

  1. the right to participate in company’s profit
  2. the right to sell the share
  3. the right to a refund of additional capital payments
  4. the right to a liquidation surplus

Duties of shareholders in Limited Liability Company in Poland

  1. the obligation to contribute the share capital
  2. the obligation to compensate for the missing value of the non-cash contribution
  3. the obligation to make additional capital payments in relation

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