Przejęcie majątku spółki – zagadnienia wybrane na tle orzecznictwa sądów powszechnych i Sądu Najwyższego

Abstract

Acquisition of the company’s assets and liabilities – selected issues in the context of the case law of common courts and the Polish Supreme Court Despite the passage of more than 20 years since the entry into force of the Polish Commercial Companies Code , many of the legal constructions indicated in it still raise doubts and give rise to legal disputes. One of them, of significant practical importance, is the possibility, as regulated in Article 66 of the Polish Commercial Companies Code, for the court to grant one of the partners of a general partnership the right to take over the assets and liabili-ties of the company in case it is composed of two partners and there is a reason for its dissolution on the part of one of them. Interpretation problems related to this regulation have been repeatedly raised in doctrine and juris-prudence, nonetheless, many of them remain unresolved, while the resolution of one uncertainty often leads to the development of another. The purpose of this article is to examine the issues related to the interpretation on the basis of Article 66 of the Polish Commercial Companies Code of the reason for the dissolution of the company aris-ing on the part of one of the partners, to identify the subject of the takeover, to specify the legal nature and the moment of transfer of the company’s assets and liabilities to one of the partners, as well as to consider certain procedural aspects that may emerge over the course of the proceedings.