Extraordinary meeting of shareholders of Sp. z o.o. - what is worth knowing?


A limited liability company is a capital company that can be established by even one person. It operates through its bodies, and not through partners, as in the case of partnerships. Unless the law and the articles of association provide otherwise, the partners have equal rights and obligations. It also happens that the position of some partners is privileged, which will mean, inter alia, in the case of votes at the shareholders' meeting. Higher decision-making in the company is therefore associated with the share that the partner has in the company, and not with his person. It is the articles of association that indicate the preference for specific shares.

What are the competences of the shareholders' meeting in a limited liability company?

The right of a shareholder in a limited liability company it is especially the right to participate and vote at the shareholders' meeting. The law of supervision over the activities of the company is also important, as it manifests itself in the possibility of individual control of the activities of the Supervisory Board and the Audit Committee.

The aforementioned shareholders' meeting is the company's legislative body. It is made up of all partners. It resolves the most important issues for the company's existence. The Commercial Companies Code indicates that activities performed without a resolution of the shareholders' meeting, if required by law, are invalid.

Art. 17 §1 of the Commercial Companies Code

If the law requires a resolution of shareholders or the general meeting or the supervisory board to perform a legal transaction by the company, the legal act performed without the required resolution is invalid.

The shareholders' meeting takes two forms, which will be discussed in more detail later.

Ordinary and extraordinary shareholders' meetings - differences

The shareholders' meeting may be ordinary or extraordinary. The first of these usually takes place 6 months after the end of each financial year. The assembly sums up the previous year. This is the time to present financial statements, discharge the company's bodies, the profit department and talk about possible losses. One could broadly define the form of an ordinary shareholders' meeting as a meeting summarizing the functioning of the company.

The idea of ​​an extraordinary shareholders' meeting is completely different. As the name suggests, it is an unplanned meeting of partners and it often concerns emergency events.

It may be convened at any time. The necessity to convene an extraordinary meeting of shareholders occurs in the cases specified by the Commercial Companies Code or the articles of association. The competent authority to convene the meeting is in the first place the company's management board. It can also be done by the Supervisory Board and authorized persons - eg a partner representing at least 1/10 of the capital - by submitting an application to the management board.

How is an extraordinary general meeting convened?

As a rule, invitations to an extraordinary shareholders' meeting are sent out at least 2 weeks before the planned meeting.

Art. 232 of the Commercial Companies Code

An extraordinary meeting of shareholders is convened in the cases specified in this section or the articles of association, and when the authorities or persons authorized to convene meetings deem it advisable.

Make sure the invitation is correct. Particular attention should be paid to its content - by precisely indicating the date and place of the meeting, indicating the agenda not generally, but with sufficient precision, providing all persons entitled to vote with an invitation in an appropriate form and on time. Underestimating the issue of the invitation may result in incorrect convening of the meeting, and thus even lead to the invalidity of the adopted resolutions.

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How are decisions made by the extraordinary shareholders' meeting?

Usually, the agenda for specific matters is predetermined when the person is invited to the extraordinary meeting of shareholders. As a rule, it cannot be changed, unless the shareholders present at the meeting represent the entire capital of the company. They can then discuss issues that were not planned.

The amount of capital represented affects the votes:

  • in the case of issues not covered by the planned agenda and indicated in the invitation,

  • when an extraordinary shareholders' meeting was incorrectly convened,

  • in the case of voting on the continued existence of the company, when it is in the liquidation stage.

Influence of the represented capital on decisions in the limited liability company

Although it is possible to shape the issue of the majority of votes differently in the articles of association, the Code of Commercial Companies provides for certain rules. As a rule, resolutions are adopted by an absolute majority of votes, which means that more than half of the voters agree.

The exception is the amendment to the articles of association, its dissolution or sale of the enterprise. In these indicated cases the consent of ⅔ votes is required. A ¾ majority of votes is also foreseen in the event of a significant change in the subject of the company's activity, its merger, division or transformation. However, a resolution on the continued existence of the company in the liquidation stage requires unanimity. Usually voting is open, but it is possible to exclude it from being open, e.g. in personnel matters.

Summing up, an extraordinary meeting of shareholders may be convened by authorized corporate bodies. The provisions of the Commercial Companies Code and the provisions in the articles of association explicitly specify when such a need arises. The decisions taken at the extraordinary shareholders' meeting are exceptional.