Abstract

The first part of the paper is focused on analyzing the institution of universal succession, especially its regulation in the Commercial Companies Code. The analysis aims at finding out whether in all cases of universal succession we come across in the Commercial Companies Code succession occurs in its classical meaning, or may be identified with the principle of continuity, or perhaps those principles are modified.

The second part discusses the amendment to the Commercial Companies Code introduced under the Act of 25 March 2011 on restricting administrative barriers for citizens and businesses, which allows for the transformation of a single entrepreneurship into a single shareholding company. Having analyzed the legal consequences of such a transformation, the article attempts to answer the question whether this involves continuity of rights and duties, universal succession, or perhaps a totally new construct.

In conclusion it has been assumed that the legal consequences of the transformation of a single entrepreneurship into a_single shareholding company vary from the so far existing principles of succession. This construct is undoubtedly closer to the principle of continuity than succession. However, for constructional reasons and considering that as a matter of fact it is not the entity, but its form, the object of the business that is transformed, we may treat it as a specific new form of succession. In the area of taking over the rights and duties we deal with continuity, whereas with respect to subjective succession it does not take place as the “transformed” legal entity does not change. The above means that the specific succession (quasi-continuity) with respect to such transformation stands for something else than succession and something else than continuity.