Prohibition of disposal of assets by a limited liability company in liquidation

In a limited company in the manufacturing sector, a conflict arose between the majority and minority shareholders over the settlement of the company’s remaining assets in connection with the cessation of operations. The majority shareholder, despite the fact that the company has invested millions in the development of window and door systems that make it possible to sell windows and doors in many European countries, pretends that these systems were not developed by the company. He claims: yes, supposedly there were some drawings, but the systems were not fully developed. Nevertheless, through another of his companies, he sells windows and doors in another country based on these systems.

The minority shareholder, provided the company with several letters of intent from major national and European players interested in purchasing the company’s assets, including the developed window and door systems. The liquidator, who is also Chairman of the majority shareholder, did not even respond to the interested parties. Instead, he convened a company meeting with an agenda providing for the disposal of the company’s assets at a price not lower than the book value. At the meeting, the attorney for the majority shareholder voted in favour of agreeing to sell the company’s assets for a price not lower than the book value. At the same time, he voted against the minority shareholder’s draft resolution that the minority shareholder would sell the company’s assets by auction due to the interest of several entities in purchasing the company’s assets.

In such a factual state, the Regional Court in Łódź granted security to the minority shareholder by suspending the effectiveness of the resolution on consenting to the sale of the company’s assets and established a prohibition on the sale of specific assets of the company, including certain window and door systems on pain of payment of PLN 200,000 for each case of violation. The court pointed out that there is a risk of assets being transferred to other entities by the company’s liquidator, who is also the president of the majority shareholder.

The Court of Appeal in Łódź upheld the security granted to the minority shareholder by order of 9.01.2020.