Entering a fresh partner – what to remember?

Always changes in the structure of the company are an crucial event – especially erstwhile it comes to the entry of a fresh partner. How do you prepare this process? The answer frequently determines the success of the full project.

The commercial law company works to run a business. This in turn means quite a few dynamics of all kinds of events to be reckoned with. 1 consequence of this is changes in the structure of the company, including the emergence of fresh partners. It is always a complex process, requiring first of all compliance with the provisions of the Commercial Companies Code and the Company's Agreement or Statute. What must we never forget erstwhile introducing a fresh partner?

How do we get a fresh partner into the company?

The way a fresh shareholder is introduced depends on whether we are dealing with a passenger company or a capital company. In the first case, the key – although this may vary depending on the types of company, is the provisions of the company's contract. This agreement should specify erstwhile and how changes in the membership of partners are possible. If the articles of association do not let specified changes, they may always be amended. Notwithstanding the circumstantial circumstances of the case, the entry of a fresh partner in a individual partnership is most frequently done by:

• the entry of a fresh partner in the place of the former. specified a ‘place change’ usually involves the acquisition of the general rights and obligations of the outgoing partner, by the 1 who takes his place;
• the accession of a fresh partner without giving up any of the existing partners;
• joining the company of a fresh partner while giving up any existing shareholders, but without taking over their rights and obligations.

Any amendment to the partnership's contract in order to introduce a fresh shareholder into its structure should take into account the accepted way of making changes in the composition of the company. For example, in accordance with Article 10 paragraph 1 of the Commercial Companies Code, all rights and obligations of a partnership partner may be transferred to another individual only if the articles of association so provide.

On the another hand, the introduction of a fresh shareholder into a capital company may take place by:

• sale of shares/shares to a fresh entity;
• the increase in share capital and the inclusion of fresh shares/shares;
• acquisition of shares in inheritance.

How do I prepare a fresh partner?

The key issue with the accession of a fresh partner to any company is the appropriate preparation and settlement of the formal side of the change in the structure of the company. Without this, specified changes will simply not be effective, and an entry in the National Court registry is frequently crucial. The most common request for specified an alert must be made within 7 days of the occurrence of certain legal events to be disclosed in the National Court Register.

However, Before partners or the company's authorities decide to introduce fresh shareholders or shareholders into its structure, they should answer the fundamental question: why make specified changes? Various types of circumstances are involved, which should always be closely related to the reality of a peculiar company and its business plan. The introduction of a fresh partner may affect both the dynamic improvement of the company and the prevention of emerging financial problems by recapitalisation. Sometimes the emergence of a fresh partner is besides a consequence of the restructuring strategy adopted.

Conversion of claims into shares – what is it?

The restructuring law in Article 156(1)(4) provides that the restructuring of the debtor’s liabilities carried out under the arrangement may consist in the conversion of claims into shares or shares. To say in a certain simplification, this means that the creditor becomes a shareholder or shareholder alternatively of receiving repayment of his claims. If a restructured debtor decides to submit specified a proposal, it must include:

• the amount by which the share capital is to be increased and, in the case of a simple stock company, the number of shares to be issued;
• the number and nominal value of the recently established shares or shares or the value by which the nominal value of the shares or shares already existing increases and, in the case of shares not having a nominal value, their number and issue price;
• the determination that the inclusion of shares or shares takes place with the exception of the right of precedence or the right of withdrawal, the exclusion of the right of precedence or the right of collection even if specified a anticipation is not provided for in the articles of association or statutes;
• the indication of whether the shares of the fresh issue are bearer or registered;
• the issue price of the fresh shares;
• the date on which the fresh shares are to participate in the dividend.

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Legal basis:

Daniel Głogowski

Publicist, author and social activist. The first articles were published in 1999 for global publishers. For more than 30 years, he has gained his experience through cooperation with the largest editorial offices. In his articles, he sought to address controversial themes and present first viewpoints that allowed for a deeper knowing of the issues discussed. Over the years, he gained a reputation as a reliable journalist. Contact: [email protected]