Liability of majority shareholders towards the company upon the sell-out of shares under article 418[1] § 4 of the Code of Commercial Companies

Abstract

Background: The subject of the study is the institution of sell-out of shares in a joint-stock company regulated by Article 418[1] of the Commercial Companies Code, with particular emphasis on the liability of majority shareholders to the company under Article 418[1] § 4 of the Commercial Companies Code.

Research purpose: The purpose of the research is to identify the nature of majority shareholders’ liability to the company in the sell-out of shares. This is because this issue has not been specified by the legislator, and for many years has raised reasonable doubts among representatives of legal doctrine.

Methods: The article uses the dogmatic-legal and theoretical-legal method.

Conclusions: Majority shareholders’ liability to the company under Article 418[1] § 4 of the Code of Commercial Companies is regressive in nature. The current wording of the provisions will exclude the possibility of applying the construction of subsidiary liability. In light of linguistic interpretation, the approaches assuming the necessity of direct payment by majority shareholders to minority shareholders, as well as requiring the payment of the repurchase sum in advance to the company's account, even before the purchase by the company, should also be considered too far-reaching.