Entry of the own shares in the share register and obligations related with the own shares

Bibliogr. s. 122-123

The paper discusses selected issues concerning a situation where a join-stock company holds its own shares. The first analyzed issue is whether own shares of a company should be registered in a share register in accordance with the procedure prescribed in Article 341 (1)-(5) of the Code of Commercial Companies and Partnerships (CCCP) and therefore if also Article 343 (1) of CCCP is applicable to own shares of a company. The article expresses a thesis that none of those regulations is applicable to own shares of a company. This means that own shares do not provide for any formal legitimacy. The rationale behind this statement is on one side that there is no need to protect a company if it holds its own shares, and on the other side prevention of possible circumvention of Article 364 (2) of CCCP which precludes execution of any right attached to own shares of a company. The second discussed issue concerns legal effects that an acquisition by a company of its own shares has with respect to obligations connected with these shares. In this regard the author attempts to justify a thesis, contrary to the one prevailing in legal doctrine, that at minimum the obligations listed in Article 344 (2) of CCCP are not extinguished upon acquisition by a company of its own shares. This thesis is substantiated among others with a literal wording of selected provisions of the CCCP and a special protection provided for obligations listed in Article 344 (2) of the CCCP.