Monitor Prawniczy

no. 13/2020

Dematerialisation of shares in a private joint stock company

DOI: 10.32027/MOP.20.13.1
Tomasz Sójka
Profesor Uniwersytetu im. Adama Mickiewicza w Poznaniu
Abstract

The paper discusses dealing in dematerialized shares of a private joint stock company. Thus, the problems that are raised include the form of shares in a non-public JSC and a model of their dematerialization, the register of shareholders and the mechanism of share transfer. The article defends the proposition concerning the possibility of a bona fide purchase of shares in a JSC from an unauthorized seller. It also argues for the need of a balanced interpretation of the regulations oncerning the duties of an entity running the register of shareholders, which should guarantee integrity of register data as well as efficiency entering them to the register. Last but not least, the article suggests that there is a need to introduce a general specific section concerning dematerialized securities to the Civil Code.