Exclusion of a shareholder in Poland

At the request of all other shareholders the court may, for important reasons concerning a given shareholder, give judgment on the exclusion of that shareholder from the company, provided the shareholders requesting exclusion account for more that half of the initial capital.

The company deed may vest the right of bringing the action referred to above also in less that all shareholders, provided they account for more that half of the initial capital. In such a case, all remanding shareholders shall be sued.

 The shares of the excluded shareholder shall be taken over by shareholders or by third parties. The takeover price shall be set by court, on the basis of the shares' real value as the date of service of the complaint.

 When awarding the judgment of exclusion, the court shall set a time limit within which the takeover price must be paid to the excluded shareholder, inclusive of interest accruing from the date of service of complaint. If the amount so due is not paid within said time limit, or deposited with the court, the award of exclusion shall become ineffective.

 Where the award of exclusion has become ineffective due to the reasons defined above, the ineffectively excluded shareholder may seek relief from the plaintiffs.

 To secure the relief sought in the action, the court may, for important reasons, suspend the exercise by the shareholder of his participation rights in the company.

 The validly excluded shareholder whose taken over shares were paid for in a timely manner shall be deemed excluded from the company as of the date upon which he is served the complaint; however, this shall not affect the validity of acts performed by him in the company after the service of complaint.

 (Articles 266-269 of the Polish Commercial Companies Code)

Legal status: 29th December