Following the Law Firm's Application, the Registry Court (KRS) Opened So-Called Compulsion Proceedings to Protect Our Client's Interests
Recently, in the course of providing legal services to entrepreneurs, a large number of very interesting and unusual situations have arisen in which Clients need our help.
A client came to the Law Firm, certain that he had sold his shares in a limited liability company (sp. z o.o.) in which he had until then been president and shareholder. The agreement for the sale of the shares in the Client's company was concluded at a notary's office, with notarially certified signatures. As agreed, the new shareholder also adopted a resolution dismissing our Client from the position of president of the company's management board.
The Client was convinced that the company had already been disposed of to the new owners and that new persons had taken over the management board. The Client was greatly surprised when the Tax Office and the Public Prosecutor's Office began to contact him with claims arising from fiscal penal matters concerning the company, in connection with actions with which the Client had nothing to do. Unfortunately, the legal presumptions arising from the National Court Register (KRS) apply here, and the Client still appeared in the KRS as president of the management board and shareholder. Meanwhile, the Client no longer has any control over the Company and has no information about how it operates.
Our verification showed that the registry court had not registered the changes resulting from the disposal of the shares in the company in question, because the application to change the KRS entry did not include a shareholders' resolution consenting to the disposal, which the articles of association required. This oversight led to the problems described above. The Client therefore still appears in the KRS as President of the management board and shareholder of the company. Unfortunately, the new (would-be) buyers of the shares and the new management board proved to be highly dishonest, and leaving the responsibility for their actions with our Client was in their interest. Worst of all, the would-be successors are the parties to such proceedings before the KRS, so only they could comply with the court's request to submit the relevant resolution, but it was impossible for the Client to contact them.
We therefore took immediate action by preparing an application to the KRS to change the entry of the court's own motion under Article 24(6) of the National Court Register Act. We pointed out that, since the Client had sold all of his shares together with the other shareholder and they were the only shareholders, it cannot be denied that all the circumstances show that the shareholders' meeting consented to the sale of the shares within the meaning of Article 182 of the Commercial Companies Code (CCC). To avoid legal and factual doubts, we prepared a resolution confirming the oral and implied consent to the sale of the Company's shares with ex tunc effect under Article 63 § 1 of the Civil Code. We explained that, despite the changes in the persons of the shareholders and management board members that had taken place in the Company, the Register of Entrepreneurs of the National Court Register still showed out-of-date data, and that the current state of affairs threatened the security of legal transactions.
These were the grounds for our application to change the entry under Article 24(6) of the National Court Register Act, and the very day after we filed it the KRS granted the application and opened the proceedings requested.
The matter is being handled by attorney-at-law (radca prawny) Dr Edyta Kozak-Hamala together with lawyer Piotr Kuraś.
