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Paweł Zdanikowski
ORCID: 0000-0002-2383-5401
Catholic University of Lublin.
DOI: 10.33226/0137-5490.2019.12.6

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.

Keywords: shares in a limited liability company; disposing of shares in a limited liability company; execution of shares in a limited liability company; restrictions on the transferability of shares

Catholic University of Lublin.