Seizure of shares by a bailiff – the creditor’s rights

The creditor of a shareholder belonging to a limited liability company who succeeded in seizing the shareholder’s shares may not convene a shareholders’ meeting in order to adopt a merger resolution. Our Client, the company of two business partners, was undergoing a merger with its subsidiary. The creditor attached to one of the shareholders obtained the approval for the seizure of his shares and required to convoke the meeting for the purposes of voting on a merger resolution.
In our conviction such a demand was dismissed, since the creditor did not hold the status of a shareholder, and the entire behaviour may not have been classified as a preservation act. The registry court recorded the merger while dismissing the creditor’s request to participate in the proceedings. The reason seems simple: the creditor who failed to act as a shareholder had no authorization to convene the meeting. Hence, such a demand apparently did not fall into the scope of preservation acts.

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