Abstract

Restrictions on transferability of shares are an exception to the general rule set forth in Art. 337.1 of the Commercial Companies Code. The requirement to obtain the consent of the Management Board is a model mechanism of influencing the shareholding structure of a joint-stock company. In the article, the author discusses complex issues relating to this matter which have not been directly regulated in the Commercial Companies Code, such as the consequences of silence of the management board, designation of a “fictitious” buyer, determination of the price or duration of the consent granted by the Management Board. Apart from the analysis of the above issues, the author presents, among other things, an argument that the two-month period for the Management Board to express its position starts from the date of submission by the selling shareholder.