Mergers, takeovers and acquisitions in Poland
In the case of partnerships, the rule expressed in Article 10 § 1 of the Code of Commercial Companies applies.
According to this rule, all rights and obligations of a partner in a partnership may be transferred to another person exclusively in cases where the deed of partnership provides so. In the case of transfer of all rights and obligations of a partner to another person, the partner leaving the partnership and the partner joining the partnership are jointly and severally liable for the obligations of the leaving partner in connection with its participation in the partnership and for the obligations of such partnership.
Limited liability companies are governed by a rule according to which a transfer or pledge of a share or a fraction thereof should be effected in writing, with signatures certified by a notary (Article 180 of the Code of Commercial Companies). It should be borne in mind that the transfer or pledge of a share or a fraction thereof may be made contingent (in the articles of association) upon the consent of the company or may be otherwise limited (Article 182 § 1).
In general, shares in a joint-stock company are transferable (Article 337 § 1 of the Code of Commercial Companies), however, the statutes may make the disposal of registered shares contingent upon the consent of the company or may otherwise limit the possibility of disposing of the registered shares (Article 337 § 2 of the Code of Commercial Companies).
[Warsaw, 06.06.2006] Law Firm Skarbiec
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