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  1. 1 Boć K.

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Minimalna treść klauzuli wyłączającej wstąpienie spadkobierców wspólnika do spółki z ograniczoną odpowiedzialnością

100%
Boć K.
Rejent
|
2024
|
issue 10 (402)
11-31
EN
The purpose of the article is an attempt to determine the minimum content of the exclusion clause for the entry of a shareholder's heirs into a limited liability company. Thus, the paper analyzes tho-se elements of the exclusion clause of Article 183 § 1 of the Code of Commercial Companies that must be included in the articles of association for the exclusion of the entry of heirs to be valid and effective. According to the thesis presented in the paper, specifying in the articles of association the terms and conditions of compensation of non-joining heirs is not the only requirement for the effectiveness of the exclusion clause. As an additional, not resulting from the content of Article 183 § 1 of the Code of Commercial Companies. element of the minimum content of the clause was considered to be the indication of the further legal status of the shares not acquired by the heirs of the deceased shareholder. In order to comprehensively present the subject of the article, the pa-per addresses general issues related to the exclusion of the entry of heirs into a limited liability company. The definition of the concept of „terms and conditions of compensation” on the basis of Article 183 § 1 of the Code of Commercial Companies is also discussed in detail, along with the consequences of its incomplete determination by the shareholders. The necessity of indicating in the limited liability company's articles of association the further legal status of the shares not acquired by the heirs of the deceased shareholder is also analyzed and justified.
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