Abstract

The article is aimed to show that owing to strong personal elements freedom of contract enjoyed by the shareholders of limited liability companies is greater than that available in joint stock companies. Any doubts as to whether a given solution agreed by the shareholders, which does not infringe the statute, falls within the scope of their freedom of contract should be, therefore, assessed from the viewpoint of the in dubio pro libertate principle. The author analyses whether it would be permissible to modify the provisions of the code which regulate dividend payment and shows that it is possible to exclude profit from distribution permanently or temporarily and shift the power to decide on profit distribution from the meeting of shareholders to the Board of management. The author also argues that there are no obstacles for creating a personal dividend privilege, that is the right to receive a specific amount of dividend (providing there is distributable profit available in a sufficient amount) or to get a specific part of distributable divided.