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APPLICABLE LAW IN THE FORM OF CONTRACT FOR DISPOSAL OF SHARES IN A POLISH LIMITED LIABILITY COMPANY – A COMMENTARY REGARDING THE APPLICATION OF THE REGULATION (EC) NO 593/2008 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 17 JUNE 2008 ON THE LAW APPLICA

K. Wozniak

First published: 2018https://doi.org/10.5593/sgemsocial2018/1.2/S02.054View metrics

Abstract

The aim of the research was answering the question of the possible form of concluding the contract for disposal of shares in a Polish limited liability company when the seller is a partner being a foreign person. The issue of the applicable law in the form of contract for disposal of shares in a Polish limited liability company by a partner who is a foreign person is regulated by Rome I Regulation. The contract concluded between persons who remain in the same at the time of concluding thereof is formally valid provided that it fulfils the requirements regarding the form specified by the provisions of the law applicable to the contract, pursuant to the regulation or the law of the state where the contract has been concluded. Hence, the form of an agreement for disposal of shares in the Polish limited liability company concluded in the state other than Poland by the companyВ’s shareholder who is a foreign person, should comply with the requirements laid down by the law of the state where the contract is concluded or by the law of the state applicable to the contract. In any case, it will not be the Polish law. The applied research method included the dogmatic and legal analysis of the provisions of the Rome I Regulation as well as the analysis of the Polish judicial decisions. Following the conducted study, it has been concluded that the Polish judicial authorities incorrectly apply the provisions of the Rome I Regulation with reference to the form of disposal of shares in a Polish limited liability company, as they have been granting primacy to the form provided for by the Polish law. This article presents legal argumentation proving that the form provided for in the foreign law may also be appropriate for a contract for disposal of shares in a Polish limited liability company

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Title
APPLICABLE LAW IN THE FORM OF CONTRACT FOR DISPOSAL OF SHARES IN A POLISH LIMITED LIABILITY COMPANY – A COMMENTARY REGARDING THE APPLICATION OF THE REGULATION (EC) NO 593/2008 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 17 JUNE 2008 ON THE LAW APPLICA
Authors
K. Wozniak
Proceedings
5th International Multidisciplinary Scientific Conference on Social Sciences and Arts SGEM 2018
Publisher
STEF92 Technology
Year
2018
Pages
407-414
SWS Citekey
Malinowska-Wozniak20182407414
ISSN
2367-5659
ISBN
978-619-7408-62-1
Language
en
Publication type
Proceedings Paper
Keywords
disposal of shareslimited liability companyform of contractapplicable law
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