The paper contains a partially critical commentary on a ruling issued by a provincial administrative court. In the commented ruling, the court decided whether the heir of a limited partner who entered the partnership in his place, as one of the two heirs of the deceased partner, and then sold all the rights and obligations of a partner to another partner while being obliged to repay the other heir, is entitled to include in the tax-deductible expenses of the sale of all the rights and obligations the value of the "repayment" of the heir not entering the partnership. In this paper, the author does not take a position on the tax problem, but focuses on the civil right aspects of the ruling in an attempt to describe, in particular, the existence and nature of the connection between the sale price of all rights and obligations and the obligation to "repay" the heir of the non-joining partner.

The article concerns a completely new way of terminating the legal existence of a simple joint-stock company in the corporate law, which is the acquisition of the company's assets by its shareholder. The author positively assesses this institution, however, he formulates two basic reservations. First, he questions the correctness of accepting the creditor's substantiation as a negative premise for the takeover of assets. While substantiation may be sufficient at the level of the application for authorization and at the stage of the creditor's objection, it may be ineffective when it is necessary to assess the grounds for taking over after an objection has been raised, i.e. in the event of a dispute as to the fact. This means depriving the court of the possibility of assessing the evidence, and thus actually reducing the effectiveness of the entire regulation. According to the author, doubts may also be raised by the concept of protecting the interests of other shareholders, who are not entitled to object to the takeover, but only have the right to appeal against the resolution. A more effective solution would be to expressly exclude the possibility of appealing against a resolution only due to questioning the value of the repayment and granting shareholders the right to object.

In this paper, the author attempts to solve two important legal problems: what should be the content of the company's application for valuation of a share: a) should the company demanding the valuation of shares also indicate the candidate for a buyer, or can it (should) do it later and what is the legal status such a person (should such a person be a participant in the procedure for determining the price of shares); b) what is the legal nature of the company's right to indicate a candidate for a buyer (whether the exercise of this right depends on the content of the articles of association or regardless of the detailed form of the restriction, the company indicates such person). The author takes the position that art. 185 CCC allows the company to indicate the buyer up to the two-week time limit from notifying it of setting the share price. However, if such a person is indicated during the proceedings before the registry court, he has the status of the person concerned in this proceeding. The company's right to indicate the buyer is independent, i.e. independent of the content of the clause restricting the sale of shares. In the sphere of law optimization, the author states that the hybridity of enforcement of shares whose transferability is restricted by the articles of association (incorporation into the enforcement sale procedure before the registry court) is superfluous. It adds nothing significant while extending the proceedings. The article includes the postulate to amend art. 185 CCC by depriving the registry court of the competence to estimate shares and giving it to a bailiff.