Milewska Legal

Commercial companies

Anti-Deadlock Clause in a Limited Liability Company Agreement

In some limited liability companies (sp. z o.o.), shareholders decide to divide the shares equally. A classic example is a company with two shareholders, each holding 50% of the shares. In such cases, a so-called deadlock may arise, i.e. a decision-making stalemate within the company. The shareholders are then unable to adopt a resolution, most often due to an equal split of votes (one shareholder votes “in favor” and the other “against,” with each vote carrying the same weight).

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Contribution of a non-cash contribution (in-kind contribution) to a limited liability company (sp. z o.o.)

The share capital of a limited liability company does not have to be covered solely by cash contributions. It sometimes happens that a shareholder, instead of money, wishes to offer the company, for example, real estate, a vehicle, know-how, or the right to a trademark. Such a solution is possible, although not in every case.

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Dissolution of a limited liability company without conducting liquidation

When establishing a limited liability company (sp. z o.o.), few people think about ending its operations. Meanwhile, situations arise where, due to conflicts between shareholders or an unfavorable financial situation, the company effectively ceases to function in practice. At this point, the question usually arises: how can the company’s existence be formally terminated? Is it possible to simply remove it from the National Court Register (KRS)? Or is formal liquidation always required?

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Dismissal of a liquidator in a limited liability company

One might think that a liquidator acts solely for the benefit of the company and all its shareholders, but nothing could be further from the truth. Sometimes, a liquidator is unreliable and acts solely to protect the interests of one of the shareholders. Is there a remedy for this? Fortunately, yes. The shareholders themselves can take action, and if they cannot agree among themselves, the Commercial Companies Code provides for the possibility of dismissing an unreliable liquidator through the courts.

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KRS – National Court Register

What is the National Court Register (KRS)? What can I check in the KRS? Is the entry in the KRS 100% correct and up to date? Is all data included in the KRS entry?

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Resignation of the Last Member of the Management Board of a Limited Liability Company (sp. z o.o.)

Submitting a resignation from the position of a management board member in a limited liability company is generally not a complicated matter. However, the situation becomes more complex when the resigning board member is the last remaining person on the board. A resignation statement cannot be submitted to oneself. This scenario is addressed in the Commercial Companies Code, but the procedure is not intuitive. If it is not carried out correctly, the resignation may be deemed ineffective.

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