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New right to withdraw from a company – draft amendment to the Commercial Companies Code

10 March 2026 | Knowledge, News, The Right Focus

The Civil Law Codification Commission has adopted and published a draft amendment to the Commercial Companies Code. The proposed changes include new mechanisms to strengthen shareholder protection in capital companies, enabling shareholders to request to leave their respective companies.

Withdrawal from a company

The draft law grants shareholders in limited liability companies and non-public joint stock companies the right to request to exit the company. Currently, this right is exclusively enjoyed by shareholders in simple joint stock companies under Article 30050 of the Commercial Companies Code.

Thus, the draft fills a systemic gap by providing these shareholders with a legal remedy in the extremely unfavourable situation of being ‘trapped’, whereby they are unable to dispose of their shareholder rights (or do so without significant loss) while simultaneously suffering gross prejudice.

Grounds for the right to withdraw

Based on the proposed regulations, courts will be able to rule on a shareholder’s withdrawal from a company if there is a valid reason relating to the relationships between shareholders or between the company and the shareholder seeking to withdraw, which results in significant prejudice to the latter.

In practice, an example of such a reason would be a permanent conflict between shareholders that prevents them from reaching an agreement and resolving the conflict. Based on analogous mechanisms in place for simple joint-stock companies, commentators have suggested that a valid reason could be, for instance, a situation in which the company fails to pay dividends to shareholders for an extended period, coupled with the majority shareholder withdrawing company funds through non-corporate channels (not necessarily illegally).

According to the draft, a shareholder wishing to leave a limited liability company must bring an action against the company and all the other shareholders (similarly, a shareholder wishing to leave a non-public joint stock company must bring an action against the company and all the other shareholders).

Rules for share buyback

According to the draft, the shares of a departing shareholder in a limited liability company will be subject to a buyback at a price corresponding to their fair value, determined by the court as at the date the statement of claim is delivered.

Importantly, when calculating this value, the court will be able to consider what the shares would have been worth had the shareholder not suffered gross prejudice. This means that the redemption price could include compensation for any prejudice suffered.

The company will carry out the buyback of shares on behalf of the remaining shareholders, in proportion to their shareholdings. The company and the remaining shareholders will be jointly and severally liable for paying the buyback price. The same rules apply to shareholders of a non-public joint stock company.

Practical implications

The proposed right of withdrawal is an important tool that, once adopted, will protect minority shareholders in capital companies. Currently, these shareholders are at a particular disadvantage in conflict situations.

In practice, the new regulation has the potential to play a key role in the following areas:

  • Breaking a corporate deadlock: the new provisions will enable shareholders trapped in permanent conflict to exit the company
  • Protection against abuse: the right of withdrawal could be an effective remedy in cases where a majority shareholder withdraws funds from the company using non-corporate instruments, thereby preventing the other shareholders from receiving benefits, including dividends
  • Guaranteed fair exit price: a mechanism whereby the buyout price is determined by a court based on fair value (with the possibility of taking into account the hypothetical value of shares in the event of prejudice to the shareholder) protects the departing shareholder against their shares being undervalued by other shareholders or company authorities
  • Pressure to resolve the conflict: the mere prospect of exercising the right of withdrawal may serve as a preventive measure and encourage the parties in dispute to seek an amicable solution before the case goes to court

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Adam Czarnota

Adam Czarnota

Advocate / Senior Associate / Corporate Law / Mergers & Acquisitions

+48 787 389 207

a.czarnota@kochanski.pl