General meeting of a limited joint-stock partnership (part 9)

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The general meeting is the body competent for the construction of capital companies. Its operation in a limited joint-stock partnership which is a partnership is carried out on the same principles as in a joint stock company which is a partnership. A general meeting in a limited joint-stock partnership is therefore a capital element in this type of company.

Types of general meetings

The general meeting of a limited joint-stock partnership may be ordinary or extraordinary:

  • ordinary - takes place within 6 months after the end of each financial year, and its minimum statutory subject is:

    • review and approval of the company's financial statements for the previous year,

    • granting a vote of approval to general partners managing the company's affairs and members of the supervisory board,

    • adopting a resolution on profit distribution or loss coverage;

  • extraordinary - is convened when authorized shareholders report the need to hold a general meeting, and the management board fails to convene the meeting within two weeks from the date of submitting the relevant request.

On the other hand, the Code of Commercial Companies also indicates matters that may be the subject of both ordinary and extraordinary general meetings. They are, among others:

  • decisions regarding claims for compensation for damage caused in the course of establishing the company or exercising management or supervision,

  • sale and lease of the enterprise or its organized part and establishment of a limited property right thereon,

  • acquisition and disposal of real estate or an interest in real estate.

In addition, the provisions of the Commercial Companies Code relating to a limited joint-stock partnership indicate that the company is to make decisions in the form of resolutions also in the matter of increasing and reducing the share capital, mergers and transformations of the company, as well as its dissolution.

General meeting in a limited joint-stock partnership - convening the meeting

The general meeting may be convened by authorized bodies and persons, that is:

  • general partners,

  • the supervisory board,

  • shareholders representing at least 10% of the share capital,

  • other persons and bodies, when the statute so provides.

Attention!

An extraordinary general meeting may be convened by the supervisory board if the general partner authorized to convene the meeting fails to do so within two weeks of submitting the request.

The general meeting of a limited joint-stock partnership is convened by announcement, and if all shares in the company are registered, it may be by registered letters or by electronic means, sent at least two weeks before the date of the general meeting.

The right to participate in the general meeting and general rules of adopting resolutions

The right to participate in the general meeting of a limited joint-stock partnership depends on the status of a partner. Although, as a rule, both shareholders and general partners can participate in them, and it is irrelevant whether the general partner also has the status of a shareholder, the status of a partner is important in the context of voting rules. There are cases where decisions are made jointly by shareholders and general partners.

Although the general partner has the right to participate in the general meeting, it does not mean that he also has the right to vote in situations where:

  • he is not a shareholder,

  • pursuant to the provisions of the Commercial Companies Code, matters do not require the consent of all general partners,

  • pursuant to the provisions of the statute, matters do not require voting by the general partners.

In the above cases, the participation of the general partner may consist in observation, as well as the possibility of expressing an opinion on the issues raised.

A general partner is also entitled only to participate in the general meeting, without voting rights, if it is related to the exercise of his competences resulting from running the partnership's affairs, and also when he is a supervisory board member without being authorized to represent or manage the partnership's affairs. In the latter case, his participation in the meeting will be associated with the exercise of supervisory powers.

Generally, it should be assumed that shareholders decide on all matters not listed in Art. 143 par. 2 and 3 of the Commercial Companies Code (more on that later). Voting in these matters takes place with the participation of all partners, where the consent of all or most of the general partners is required.

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Matters on which the adoption of resolutions requires the consent of all general partners

In the Code of Commercial Companies, the legislator indicated cases for which validity requires the consent of all general partners.

  • Entrusting the management of affairs and representation of the partnership to one or more general partners.

  • Distribution of profit for the financial year in the part attributable to shareholders.

  • Sale and lease of the enterprise or its part.

  • Sale of the company's real estate.

  • Increase and decrease of the share capital.

  • Bond issue.

  • Merger and transformation of the company.

  • Amendments to the Articles of Association.

  • Dissolution of the company.

  • Other activities provided for in the statute.

Voting on these matters takes place in such a way that the majority of votes expressed in the shares of general partners-shareholders and stockholders is calculated, and then it is ascertained whether the resolution was supported by all general partners.

Attention!

The consent of the general partners to a resolution which requires the consent of all general partners must be recorded by a notary public.

Importantly, approval of a resolution by general partners does not have to be expressed at the general meeting, which means that it may be expressed outside the meeting. This is because the legislator did not set a specific date for approval, and moreover, participation in the meeting of any of these groups of shareholders is not obligatory.

Matters on which the adoption of resolutions requires the consent of the majority of general partners

The Commercial Companies Code lists matters whose adoption, under pain of nullity, requires the consent of the majority of general partners. These are resolutions of the general meeting on:

  • distribution of profit for the financial year in the part attributable to general partners,

  • how to cover the loss for the previous financial year,

  • other activities provided for in the statute.

Resolutions of the general meeting in a limited joint-stock partnership in these matters are adopted by an absolute majority of votes cast.