Studia Prawnicze. Rozprawy i Materiały / Studies in Law: Research Papers

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Journal: Studia Prawnicze. Rozprawy i Materiały / Studies in Law: Research Papers

Redemption of shares in a limited liability company without reduction of share capital: a Gap in the Commercial Companies Code?

Henryk Skrzypulec

Language: PL | Published: 17-07-2026 | Abstract | 253–266

The article discusses the institution of share redemption without reducing the share capital in a limited liability company (with reference to the Act of September 15, 2000 – Commercial Companies Code). The analysis covers problems resulting from the lack of precise regulations and rulings, the low popularity of this solution, and complications that may arise from other acts (e.g., the Act of March 1, 2018, on counteracting money laundering and terrorist financing, or the Act of August 20, 1997, on the National Court Register). The study presents mathematical methods that allow a company to easily calculate the new nominal values of shares so that the sum of their nominal value after redemption is consistent with the share capital. The study also covers a method of tax optimization using the discussed institution.

2026-07-17