Monitor Prawniczy

no. 24/2015

Admissibility of imposing additional contributions on the shareholders of a limited liability company unequally in the light of the autonomy principle

Paulina Dzierżak
Adwokat, doktorantka w Katedrze Międzynarodowego Prawa Prywatnego i Handlowego na WPiA Uniwersytetu Warszawskiego.
Abstract

The aim of the article is to prove that, contrary to the prevalent opinion in the Polish doctrine, it is acceptable to impose additional contributions on principles other than those resulting from literal interpretation of Art. 177 § 2 of the Commercial Companies Code. The analysis leads to the following main conclusions: (i) in some cases, it is justified and even necessary to depart from the results of literal interpretation of the provision, (ii) standardization of a model of a limited liability company should not be a value in itself, (iii) the principle of equal treatment does not support exclusion of the freedom of shareholders to flexibly shape the rules of imposing additional contributions.