KONTROWERSJE ZWIĄZANE Z WNOSZENIEM WKŁADU NIEPIENIĘŻNEGO DO SPÓŁKI Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ BEZ ZAWARCIA ODRĘBNEJ UMOWY PRZENOSZĄCEJ PRZEDMIOT APORTU

Paulina Ledwoń
Katolicki Uniwersytet Lubelski


In this article the author focuses on regulating issues contribute in kind to the limited liability companies to increase their share capital without concluding a separate agreement transferring the subject of contribution and related controversies concentrated around the problem in that case for the effectiveness of the transfer of ownership in kind is necessary, in addition to the resolution of the shareholders’ meeting, also the conclusion of a separate agreement under civil law. The issues raised in the article is closely linked with the answer to the question whether the resolution of the general meeting of shareholders of a limited company on an increase in share capital is a statement of intent companies as part of the agreement to transfer to the company’s in-kind contribution. Using the method of comparative law author will endeavor to answer the above questions, basing his considerations on perceptions contained in the jurisdiction, doctrine and literature. In connection with various conflicting views of representatives of the doctrine of law arising on this background author of the article will try to present in the most interesting of the presented positions andm arguments in support of them, as well as risks associated with the adoption of a particular position. At the end of the article author finally comes to the conclusion that preparing a separate contract is necessary in the case of share capital increase related to the bringing in-kind contribution to the limited liability company.


Keywords
in-kind contribution, contribution, limited liability company, resolution