ZBYCIE AKCJI LUB UDZIAŁÓW W SPÓŁKACH BĘDĄCYCH WŁAŚCICIELAMI NIERUCHOMOŚCI ROLNYCH – WYBRANE PROBLEMY

Abstract

Pursuant to Article 3a sec. 1 of the Act of 11th of April 2003 on Shaping the Agricultural System, the National Support Centre for Agriculture, acting on behalf of the State Treasury, has the right of pre-emption of shares in a commercial company within the meaning of the Act of 15th of September 2000, Code of Commercial Companies, if such a company is an owner or a perpetual usufructuary of either agricultural property with an area of at least 5 ha or agricultural properties with a total area of at least 5 ha. NSCA is not notified about its right of pre-emption by the shareholder but by the company whose shares are the subject of the conditional sale agreement. At the same time, the act imposes several obligations on the company’s management board related to the preparation of documents attached to the notification, the most far-reaching of which is the submission, under pain of criminal liability, of a statement on the amount of contingent liabilities of the company. The statutory regulation overburdens the company’s management board with the obligations related to the preparation of the notification and makes the trading of shares in commercial companies, owning or being perpetual usufructors of agricultural property, dependent on the actions of their management board. The management board may block the sale of shares. Such a concept is incomprehensible, illogical, and requires immediate modification.