Poland – Proposed Right to Exit a Company under Draft Amendment to the Commercial Companies Code

13.03.2026

A draft amendment to the Polish Commercial Companies Code introduces a new legal mechanism allowing shareholders of limited liability companies and shareholders of non-public joint-stock companies to exit the company through a court procedure.

The proposal aims to address the practical issue of the “trapped shareholder”, where an investor cannot effectively dispose of shares or exit the company despite serious conflicts or unfair treatment.  

Under the proposed rules, a shareholder would be able to request a court to order their withdrawal from the company if there is an important reason arising from relations between shareholders or between the shareholder and the company, resulting in significant prejudice to that shareholder.  

Such circumstances may include, for example:

• long-lasting deadlock between shareholders;
• inability to make corporate decisions due to internal disputes;
• serious prejudice to minority shareholders.

The mechanism is inspired by an existing provision already applicable to simple joint-stock companies, where shareholders may request to withdraw from the company under specific circumstances.  

If adopted, the reform could significantly impact corporate dispute resolution and shareholder protection in Poland, particularly in privately held companies and family businesses where conflicts between shareholders often lead to governance deadlocks.

Author: Aleksander Skirpan.