Abstract

The resolution glossed is a manifestation of the extremely restrictive interpretation by the Supreme Court of the provisions of the Commercial Companies Code concerning so-called simplified increase of the initial capital of a limited liability company. Against the opinion of many representatives of the doctrine and ignoring the needs of the practice, with a view to the obscure wording of Art. 257 § 3 of the Commercial Companies Code, using barely convincing functional arguments, the Supreme Court spoke out for significantly restricting the possibility of using this capital increase procedure. In Supreme Court’s opinion, simplified increase of the initial capital of a limited liability company is permissible only when the shares in the increased capital are received exclusively by the existing shareholders, and also prorated to their current shareholdings. Such a solution is faulty since the normative sense of Art. 257 § 3 of the Commercial Companies Code consists only in introducing a simplified form for the declarations of will to receive shares in the increased initial capital rather than the general restriction of the possibility to apply this procedure. To fulfill the requirements laid down in the said regulation a declaration of will to receive shares is only valid when filed in writing, whereas all other aspects are subject to the general rule providing for the form of a notarial deed.