These mistakes can cost you a lot. How to secure a company?

The death of a partner is one of the most difficult moments in the functioning of the company – not only from an emotional perspective, but also organizational and legal perspective. If the articles of association do not contain relevant provisions, you risk serious complications and even paralysis of activity. Do the heirs automatically fall into the rights of a deceased partner? It depends on the legal form of the company – in the case of partnerships, this issue looks completely different than in capital companies. The key are not only the code regulations, but also the provisions of the articles of association, which can significantly limit or extend the rights of heirs. In an interview with “Wprost”, lawyer Łukasz Chacia, a partner at the Karaś i Wspólnicy office, explains how the situation looks like in the case of a

The death of a partner in a company with oo – the contract is the key

As the lawyer explains, the death of a partner in a company with oo can significantly affect its further functioning – especially when partners are natural persons.

– The shares in such a company are a component of the deceased partner and are inherited in accordance with the provisions of the Civil Code. If the shares are inherited by more than one person, they exercise their rights by a joint representative until the inheritance department. However, inheritance of shares does not yet mean the automatic status of a partner – explains Łukasz Chacia.

He emphasizes that the content of the articles of association is of key importance, because it can limit or even exclude the possibility of entering the heirs to the company.

The death of a partner and protection of the company’s interests

The lawyer explains that the partners have a lot of freedom in shaping the decisions regarding inheritance.

– Practice knows many mechanisms for protecting the company’s interests and other partners, such as: requirement to obtain consent to join the heirs, introduce qualifying criteria, excluding persons conducting competitive activities or limiting the circle of people who can enter the company – says Łukasz Chacia.

The lawyer emphasizes that in the absence of such reservations, the heirs automatically become partners. Therefore, it is worth ensuring that the contract provides for the principles of settlement and possible acquisition of shares by the company or other partners.

– In order for the company to conclude that shares have passed to heirs, it must receive an appropriate notification along with a document confirming inheritance. There are only two legally effective forms: a court decision to determine the acquisition of an inheritance or a notary act of inheritance certificate registered in the estate. Other documents, such as statements of heirs or copies of marital status, do not have legal effects on the company – explains Chacia.

What if there is disputes?

As the lawyer explains, then it is possible to secure the shares until they are resolved.

– The death of a partner does not have to mean chaos. A properly constructed articles of association allow you to secure its interests, guarantee continuity of action and honest settlement with heirs. However, proper preparation is key – before it becomes necessary – sums up the lawyer.