Easier withdrawal of a minority shareholder from a limited liability company?

Limited liability companies (spółki z o.o.) are among the most popular types of capital companies. A minority shareholder in such a company has specific rights and obligations which, in practice, can become a source of numerous challenges – both for themselves and the company as a whole. In a limited liability company, a minority shareholder does not have decisive influence over the strategic decisions taken by the company, which usually require a majority of votes. But what happens if such a shareholder decides to leave the company? Does this process have to be complicated and full of obstacles? What difficulties does a minority shareholder face when exiting a limited liability company, and are there ways to make this process simpler and more transparent?

Difficulties related to exiting the company

For a minority shareholder, leaving a limited liability company can be quite a challenge. The simplest solution that comes to mind is selling their shares. However, in practice, this decision is governed by the company’s articles of association, which precisely define the terms of sale, pre-emptive rights, and the requirement to obtain the management board’s consent.
But what if the proposed price for the shares is unsatisfactory, or the shareholder cannot obtain the necessary consent? In such cases, it is possible to consider applying to the court – either with a request for consent to sell or with a petition to dissolve the company. Such procedures, however, are time-consuming and often deter potential investors from completing the transaction. Additionally, the minority shareholder must demonstrate valid reasons before the court to justify the sale of their shares, which further complicates the matter.

It’s meant to be easier, but is it better?

According to the latest reports, minority shareholders in limited liability companies can expect improved conditions. The Ministry of Justice has announced that it is working on amendments to the Commercial Companies Code aimed at simplifying and speeding up the process of exiting the company. Although the details of the planned changes have not yet been disclosed, their introduction looks promising.
Currently, leaving a limited liability company as a minority shareholder involves numerous difficulties, but reforming the regulations could significantly simplify the process and reduce the risk of conflicts. If the announced changes come into force, they could mark a step towards fairer and more effective management of conflict situations in limited liability companies.