By an order dated 30.10.2020, the Registration Court in Łódź dismissed the previous liquidator of the limited liability company and appointed one of the restructuring advisors in his place. The order was issued as a result of a request from a client of the law firm of a 20% shareholder in the liquidated limited liability company, and the dismissed liquidator is the President of the 80% shareholder of the company.
In the grounds for the order, the Registry Court stated:
It is clear from the documents attached to the application that the liquidator was not seeking to sell the company's fixed assets at a price favourable to the company, but to quickly transfer those assets to the largest shareholder. The court's doubts are also aroused by the liquidator's refusal to recognise assets worth more than PLN 4 million as assets of the company, the purchase of which is of interest to third parties operating on the Polish market in a similar line of business. Documents attached to the application show that the accountant and other employees of the company, confirmed that such items existed and were of significant value. The applicant's claims that the liquidator ignores all opportunities to sell the assets at the market price which results in him acting not only to the detriment of the company but also to the detriment of the minority shareholder are convincing. Liquidation of a limited liability company is a complex process requiring extensive knowledge and time commitment. The role of the liquidator is not limited to the formal performance of this function, but the duty to perform a number of factual and legal actions aimed at removing the company from the Register. In the Court's view, the applicant has demonstrated that the incumbent liquidator has performed his duties unreliably and has failed to act properly
The ruling is not final.
It is worth pointing out that in a corporate dispute concerning this company, the Regional Court in Warsaw, also as a result of a law firm’s Client’s action, issued a judgment annulling the resolution on additional payments, which was passed when the law firm’s Client did not agree to sell its shares for PLN 1, as reported here. In addition, the Regional Court in Łódź granted security for the claim of the law firm’s Client by:
- withholding the resolution on consent to the sale of assets
- prohibiting the sale of certain assets of the limited liability company in liquidation, which was upheld by the Court of Appeal in Łódź.
The above dispute perfectly demonstrates that the minority shareholder is not defenceless against the blackmail of leaving the company for the proverbial ‘zloty’. At the same time, it is often the case that the CEO or majority shareholder is convinced that they can literally do whatever they like and do not have to take into account the opinion or interests of the minority shareholders. However, this case shows that even an 80% shareholder can be deprived of the management of a company if it acts against the interests of the company and the minority shareholders.
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