Monitor Prawniczy

no. 21/2016

Spin-off of a company – problems of liability for commitments

Marzena Kidacka
Radca prawny, doradca podatkowy, doradca restrukturyzacyjny, wspólnik AXELO Ostrowski Domagalski i Wspólnicy sp.k.
Abstract

The article describes the principles of liability for commitments in the event of the division of a company with particular emphasis on spin-off. It analyses the general characteristics of the division of companies and the transfer of rights and obligations on acquiring companies or newly formed companies, and liability for commitments incurred during the division process by acquiring companies or newly formed companies assigned to them in the allocation plan, y application of the rules of liability laid down in Art. 546 of the Commercial Companies Code to spin-offs, as well as liability of acquiring companies or newly formed companies for commitments unassigned in the allocation plan.