Exclusion of a shareholder is a court route to removing from a sp. z o.o. a person whose behaviour or situation makes further cooperation impossible — without their consent, but against payment of the real value of their shares. The basis is Articles 266–269 of the Commercial Companies Code. The procedure is demanding: an important reason is needed, an appropriate capital majority on the claimant's side, and money to buy out the shares within the court-set deadline.
When the court may order exclusion
The Code uses the concept of "important reasons concerning a given shareholder" without listing them. The assessment belongs to the court, which examines whether that person's further participation really threatens the company's functioning. In practice, arguments include:
- running a competing business or taking over the company's clients;
- blocking resolutions necessary for the company's operation, e.g. approval of the financial statement, without substantive justification;
- actions to the detriment of the company, disclosing its secrets, disparaging it in front of counterparties;
- persistent failure to perform duties provided for in the articles of association, e.g. recurring contributions;
- circumstances not caused by the shareholder but permanently excluding cooperation — e.g. prolonged inability to take part in company affairs, where the articles rely on the personal involvement of shareholders.
A mere dispute over strategy, a difference of opinion or a one-off conflict is usually not enough. The evidence is key: minutes of meetings, correspondence, financial documents, testimony of employees or counterparties.
Who may file the lawsuit
The lawsuit is brought by all remaining shareholders, provided their shares together represent more than half of the share capital. The articles of association may permit a smaller group of claimants, but they must still hold more than 50% of the capital — the other shareholders are then also sued.
Two practical conclusions follow:
- a shareholder holding half or more of the capital cannot be excluded this way, as the rest will not reach the required majority;
- in a two-member 50/50 company the institution is useless — the solution may then be a request for dissolution of the company by the court for important reasons (Article 271 of the Commercial Companies Code) or a negotiated buy-out.
Course of the case step by step
- Review of the articles of association — provisions on the composition of claimants, share redemption, right of first refusal, non-compete.
- Collection of evidence and preliminary valuation of the shares — the claimants must realistically assess whether they will finance the buy-out.
- Indication of the share purchaser — the excluded shareholder's shares are acquired by the other shareholders or third parties.
- Lawsuit — a case arising from a company relationship is a commercial case within the meaning of the Code of Civil Procedure; where the value in dispute exceeds PLN 100,000, the district court has jurisdiction.
- Motion for interim measures — the court may, for important reasons, suspend the defendant in the exercise of membership rights for the duration of the trial, which prevents the blocking of resolutions.
- Judgment and payment — the court sets the deadline for payment of the acquisition price with interest from the date the lawsuit was served.
Acquisition price and effects of the judgment
The court sets the price at the real value of the shares on the day the lawsuit is served, usually with the help of an expert. This is not the nominal or book value but the market value — taking into account the assets, contracts and prospects of the company.
If the price is not paid or deposited in a court escrow within the set deadline, the judgment loses effect, and the shareholder who was unsuccessfully excluded may claim damages from the claimants. When payment is made in time, the shareholder is deemed excluded from the day the lawsuit was served on them; acts in which they later took part remain valid.
Example: in a company, three shareholders hold 40%, 35% and 25%. The owners of 40% and 35% (75% in total) sue the third shareholder, who has set up a competing firm. An expert values his shares at PLN 600,000 as of the day the lawsuit was served. If the claimants do not raise this amount within the judgment's deadline, the whole process will prove ineffective — so financing must be planned before filing the lawsuit.
For the excluded shareholder, payment for the shares is revenue from their paid disposal; the income is taxed at 19% under Article 30b of the PIT Act.
What a shareholder facing exclusion can do
The defendant is not defenceless. They can challenge the existence of an important reason, show that the conflict was caused by the claimants themselves, or question the composition of the claimants if any required shareholder is missing or they together do not hold more than half of the capital. The valuation is equally important: it is worth submitting own evidence as to the company's value, as the court-set price decides their economic outcome. Until a final judgment and payment, they remain a shareholder — unless the court suspends their membership rights as an interim measure. For both sides, a court settlement or mediation can be a sensible route, ending the dispute faster than a years-long trial with experts.
Alternatives to a lawsuit
| Solution | What it involves | Condition |
|---|---|---|
| Compulsory redemption of shares | Shareholders' meeting resolution with remuneration at least equal to the net asset value per share | The articles of association must provide for the grounds and procedure of compulsory redemption |
| Negotiated buy-out | Sale of shares to the other shareholders or to the company at an agreed price | Consent of the leaving shareholder |
| Dissolution of the company by the court | Judgment on a shareholder's request, where the company's aim is unattainable or other important reasons have arisen | Last resort — ends the company's existence |
The cheapest protection is a well-drafted articles of association: grounds for compulsory redemption, a non-compete, an impasse-resolution and valuation mechanism. Changes to the articles can be introduced at any time before a conflict escalates — we help with this as part of our service changes in the company.
How Good Balance can help
We analyse the articles of association and the evidence, assess the chances of exclusion and alternative scenarios, prepare a preliminary valuation and litigation strategy. We invite you to a legal consultation — including shareholders at risk of exclusion who want to secure a fair price for their shares.