Success of our clients – effective suspension of all rights of a partner in a limited liability company

The District Court of Warsaw, in a decision dated January 2023, secured the law firm’s clients’ claim to exclude the third partner from the limited liability company by withholding all shareholding rights until the proceedings had become final.

The construction company has three partners, all of whom served on the company’s Board of Directors. The law firm’s clients collectively hold 66%

shares in the Company’s share capital and the same percentage of votes at the shareholders’ meeting. At the same time they became aware that the third shareholder, and at the same time a member of the management board, was engaged in activities competing with the Company, as well as it turned out that he was undertaking other activities to the detriment of the Company. However, the Company’s Articles of Association stipulate that a quorum of 90% is necessary for the validity of a shareholders’ meeting, and that all resolutions of the shareholders’ meeting must be passed by a majority of 90%. Therefore, without the consent of the shareholder carrying out actions contrary to the company’s interests, it was impossible for the shareholders’ meeting to pass any resolution. Consequently, his activities paralysed the work of the company’s management board.

Thanks to a motion for security prepared by the firm’s lawyers, the Regional Court in Warsaw suspended all the rights of the minority shareholder and at the same time waived the justification of the order, “fully sharing the arguments of the plaintiffs cited in the motion for security”. The above order allowed the “suspended shareholder” to be dismissed from the Management Board and the company’s operational activities to be secured.

The clients in the case are represented by attorney-at-law Wojciech Bokina, together with attorney Aleksandra Bobińska.