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When you call into question the resolution of the shareholders?

shareholder limited liability company may demand the repeal of the resolution, if:
1) it is incompatible with the agreement of the company or the principles of morality and
2) detrimental to the interests of the company or is intended to harm a partner.
Note that those two conditions must be proven by submitting the petition.

petition to set aside the resolution of the shareholders must be made within one month from the receipt of information about the resolution, but not later than within 6 months from the date of its adoption. Remember to meeting that deadline. The case for repeal of the resolution is always considered by the court economic development.

right to bring an action to set aside the resolution of the shareholders entitled to:
1) the management board, supervisory board, audit committee and its individual members,
2) shareholder who voted against the resolution and after the opposition demanded to record learning,
3) shareholder unreasonably niedopuszczonemu to participate in the meeting of shareholders,
4) accomplice, who was not present at the meeting, only if it is incorrectly calling a meeting of shareholders or the adoption of a resolution on those covered by the agenda,
5) If a written vote - shareholder, which missed the vote, or who did not agree to the written vote or who voted against the resolution, and after receiving news of the resolution within 2 weeks notice of opposition.

In practice, the question who is entitled to appeal against the resolution, is a matter of controversy. Partners
often forget to request to record the opposition, and then it turns out that did not meet all the criteria and lose the case for formal reasons.

resolution of shareholders to challenge itself does not suspend the related registration proceedings. However, you can submit to the court of registration application for stay of proceedings. Court decisions in this matter will take after the hearing.

Detailed information about the daily operation of a limited liability company you
in the guide, "Advisor to the President a limited liability company."

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From 1 January 2011 changed the international rules of Incoterms

International rules defining the conditions of sale are the formalized rules of customary commercial use of which you can provide in the agreement with partners handslowymi. From 1 January 2011 are valid new rules of Incoterms 2010.

Incoterms (International Commercial Terms), or International Trade Rules is a set of international rules published by the International Chamber of Commerce (ICC), which define the conditions of sale. Their use is widely accepted around the world. These are not laws, such as the international convention or law, but merely formalized the rules of commercial custom. You can provide for their use in a contract with trading partners, although it is not mandatory. So far, the rules apply
Incoterms 2000. From 1 January 2011, entered into force generally Incoterms 2010, that have replaced them.

in Incoterms 2010, instead of four categories (E, F, C, D) introduces two: first
relating to all modes of transport that can be used to move loads, such as road, air, sea, combined (CIP, CPT, DAP, DAT, DDP, EXW, FCA),
second referring solely to water transport, maritime and inland waterway transport means (CFR, CIF, FAS, FOB).

Removed the existing rule 4 (DAF, DES, DEQ, DDU) and introduces two new ( DAP, DAT).
first DAT (Delivered at Terminal) - Delivered to the terminal (the seller is responsible for handing over the goods to a specific terminal and unloading). DAT replaces the usual DEQ.
second DAP (Delivered at the Place) - Delivered to your (the seller is responsible for delivering the goods to a particular place, but its discharge is at the discretion of the buyer). DAP replaces the previously used DAF DES and DDU.

DAT and DAP Rules apply to all modes of transport, and are particularly suited to containerized cargo. Determine which side is called. competence of local export (duty and also the power to transport organization), and insurance. Settle the issue of transition risks such as accidental damage or theft of goods. These rules decide which party is obliged to arrange for customs clearance (export and import), and who should take care of compiling the documents necessary for the proper completion of the transaction.

more about the changes on Incoterms, see one of the next update guide, "Advisor to the President a limited liability company" with Mr. Maciej Szupłata article from which the above passage.

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When it is possible to stop the profit of the company? How do I change

Each shareholder has the right to participate in the developed by the company profits resulting from the annual financial statements and distributable shareholders' meeting resolution. Ultimately, however, decided to distribute a resolution of the meeting of shareholders and records of association.

So in fact, there is a rule that if a company generates profits, the shareholder has a right to it. About what happens to the work carried out by the company profitable, shareholders will decide by resolution. If you do not take on this issue any decision, principle, profit will remain in the company until they decide otherwise.

Note that the dividend payout there is only one way to profit sharing. Indeed, there are three solutions: first
retention of profit in the company, and thus bring it into one of the funds (eg backup),
second payment of the entire profit in the form of dividends or third
partial retention of profit in the company, and partial payment of the profit as dividends.

If the articles do not otherwise do not regulate this matter, then the profit attributable to shareholders should be divided in proportion to the number of shares held by them.

According to the basic rule in the CCC the right to dividends for the year is a shareholder who owns shares on the date of adoption of the resolution on distribution of profit (Article 193 § 3 CCC). There is therefore no entitlement to dividends, the partner, who sold their shares before the date of the meeting at which a resolution was passed on profit distribution. Dividend while the buyer will receive a contribution, even if there was a partner in the period in which the company posted a profit!

Shareholders may enter into the contract's provision that the shareholders' meeting is entitled to define the so-called. of dividends. It is a day to be drawn up a list of persons entitled to the dividend. A day to be determined within 2 months from the date the distribution of profits.
Note that it may happen that a person receives a dividend, which acquired the shares just before the dividend, even if it was not partner during the regular meeting.

more about issues related to the daily operation of a limited liability company, see the guide "Advisor to the President a limited liability company."

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The provisions on land registers? Does

On 20 February 2011 enters into force amendments to the law on the books land and mortgage. What changes should I expect? Now, a mortgage will be able to secure several debts. Will also be appointed administrator of the mortgage.

The new rules eliminate the mortgage division of the ordinary, which protects the existing debt, set at the exact sum of money, and usufruct, which is used to preserve and future claims of unknown amount.

will now established a mortgage, you will be able to protect both the existing debt, and future and conditional. The Act also provides mortgage protection claims with interest and costs awarded, if it does not lapse.

claim for interest will, however, can benefit from the security only when the interest rate was disclosed in the registration of the mortgage. If the entry will specify the maximum amount of interest, then the change will not require changes to an entry in the land register. One of mortgages will be able to protect several claims. This means that such loans offered by different banks to finance a project, will be secured by joint mortgage.

more about the changes in the registers, see the next update guide, "Advisor to the President a limited liability company" with Mr. Maciej Szupłata article from which the above passage.

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void contract means an undue benefit?

Agreement that you enclose, it may be invalid for various reasons, mostly the reasons are valid. Are the consequences of the provision that each other have kept with the contractor, are unfair and will be reimbursed? Not always.

best example of this is the conclusion of a contract of employment by a board member with the company, if this contract the company was represented by another member of the board. This situation constitutes a violation of Art. 210 CCC, resulting in the nullity of the contract. Although there is no doubt that the agreement in this case is void, but this work has been rendered and the remuneration paid.

How then do in this situation? Judicial decisions in this case is different, different views are also experts on the subject. In my opinion, even though the contract is void, there was an employment contract and the company may not require reimbursement paid to board member compensation.

How will the case for other contracts? Keep in mind that often (especially in the provision of services), reimbursement of benefits is not possible. Thus, the request reimbursement will be accompanied by a request for payment for the service provided or goods delivered - though here the basis may be different, such as unjust enrichment.

More about contracts entered into by the company, see the guide "Advisor to the President a limited liability company."

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When a board member may receive a bonus?

is a difficult question and much depends on the situation in the company. The hardest thing is, if the contract with the board member says that he is entitled to a bonus, but does not specify the amount, payment conditions etc. This, however, there are some ways ...

As for the payment of premiums, it all depends on what the basis of payment (and other related issues, such as height) specified in the contract with the board or any other document, such as rules for premium members. If such rules were not nowhere defined, in my opinion, out of sheer prudence, the amount of premiums should decide meeting of shareholders in the form of a resolution.

But it is worth the premium paid to establish rules for the future - it's shareholders and board members must decide on what basis it is to be paid (for example, automatically upon fulfillment of some criteria or discretionary) and either create records governing this matter (eg, rules, writing in the contract), or leave it as it is - then the bonus will be discretionary.

more matters relating to remuneration of directors, see the guide "Advisor to the President a limited liability company."

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When a partner does not receive money from the company? What

shareholder must reckon with the fact that they do not always receive from the company's money, even if he is entitled, for example, . as consideration for services rendered to the company for services or goods sold.

In one of the companies that started to decay, occurred just such a situation, the partners tried to "pull out" from the company, any funds held by it as payment for services or to provide of unnecessary goods. They forgot, however, that in accordance with Article. 189 § 2 of the Commercial Companies Code, shareholders may not receive payments of any kind of assets needed to fully cover the capital.

term "payment" can obviously be interpreted in different ways, but I think they should be interpreted broadly, and members of the company, which we referred above, broke the law, collecting money, and the management of the company broke the law by paying them. As to whether the company could withdraw the money, it takes out of litigation. Regardless of how he will decide, remember to not to pay any of the partners, if you do not have a full porycia capital.

more about the functioning of the company, in practice, see in the guide, "Advisor to the President a limited liability company."

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attorney is needed to purchase the shares? Can

Common shares are sold or purchased by an agent. In this situation it is necessary to the competent authority, in appropriate form, namely - in writing with signatures certified by notary. Recently I witnessed a situation where the transaction did not occur, because the seller had only attorney in the standard written form.

accordance with Article. 180 of the Code of Commercial Companies, the share sale, part or fractional part thereof, and the pledge must be made in writing and signed by notary. So, if you sell or acquire shares, please be aware that the share purchase agreement to go to the notary who certified the signatures.

However, according to Article. 99 Civil Code, if the validity of the legal action is required a special form, it is empowered to carry out this function should be given in the same form. So you see, if you want to deal fell through, remember that the attorney has been granted at least in the form of the notary signatures.

more on trading shares, see the guide "Advisor President of the limited liability company. "

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attorney can do anything?

course not everything, but sometimes maybe more than the company's board member, and the responsibility is much smaller. They use it often or even majority are the only shareholders and proxies in their own companies. This allows virtually no liability, and have full control over the company.

The powers of proxy is quite broad. Of attorney authorizes him by law to perform all judicial and extrajudicial activities that are related to the conduct of business of the company. So proxy can:
1) to represent the company before the court,
2) to represent it on the outside,
3) operate within the company.

The should be given a clear mandate (a mandate to make this particular activity) on:
- divestiture of a business or making a legal transaction, under which - is putting it to the temporary use (eg lease, the establishment of its use),
- the sale of real estate,
- charge on the property (eg mortgage, pledge)
(Article 1093 Civil Code). Special

importance to the activities of the company's proxy on the Administration of MP. Then, unless the articles of association provides otherwise, shall be entitled to be represented by two members of the board or a member of the board together with a proxy.

more about the functioning of the company, in practice, see the guide "Advisor to the President a limited liability company."