Zasady dziedziczenia udziałów w spółce z ograniczoną odpowiedzialnością przez małoletniego spadkobiercę

Abstract

This analysis presents the principles of inheritance by minors of shares in a limited liability company and attempts to answer the question of whether the inheritance of such shares by minor heirs should be regulated in the articles of association and, if so, how shareholders can most fully protect the company’s business. The authors conclude that shareholders must be agreed in allowing the possibility of changing the composition of the company by the heirs of the deceased shareholder. The running of a company becomes very complicated if a shareholder is a minor unable to perform corporate actions in the company and make decisions in its name as a statutory representative. In order to protect the company against temporary paralysis due to a lack of decision-making bodies, the testator may exclude minor heirs of the inheritance rights of participation in the company. Shareholders allowing the possibility of inheritance by minors, may appoint to the Management Board of a limited liability company at least two members, so that in the event of the death of one, the other has the opportunity to independently represent the company and convene Ordinary and Extraordinary General Meetings.