NABYWANIE AKCJI WŁASNYCH W CELU UMORZENIA
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Date
2002
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Journal Title
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Publisher
Wydział Prawa i Administracji UAM
Title alternative
REPURCHASE OF SHARES FOR THE PURPOSE OF THEIR REDEMPTION
Abstract
Repurchase of shares for the purpose of their redemption is one of the exemptions to the
general rule that forbids companies to buy their own shares back. Thus, the Polish code of commercial
partnerships and companies sets out a series of restrictions for the re-acquisition of shares
for the purpose of their redemption. These limitations aim at protecting the creditors and minority
shareholders of a given company.
If the buy-back is financed with distributable profits of the company, the precondition for the
repurchase of shares is to devote the profits to this end. If the company has no distributable
profits, the repurchase must follow the decision of the general meeting to reduce the legal capital.
The conditions for the share buy-back are infringed by the company’s duty to return the
shares to the seller. On the other hand, the shareholder who sold the shares is obliged to pay-back
the price.
A company repurchasing its own shares ought to comply with the rule of equal treatment of
shareholders. According to the rule any unequal treatment o f shareholders is only allowed if it is
clearly in the interest o f the company as a whole.
After the repurchase of shares a company does not have to obtain a permission from the
former shareholders to redeem them. It is assumed that a shareholder permits their redemption
by selling his shares to the company.
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Citation
Ruch Prawniczy, Ekonomiczny i Socjologiczny 64, 2002, z. 3, s. 37-56.
Seria
ISBN
ISSN
0035-9629