Pursuant to the provision of Article 32 of the Code of Commercial Companies (Polish: KSH), a person joining a registered partnership is liable for all of the latter's debts regardless when those debts came into existence. Such a solution may sometimes appear to be unjust; however, the purpose of it is to protect, to the furthest extent possible, the interests of entities entering into contractual relationships with a registered partnership that need not have any property. It is no mystery that the legal make up of a registered partnership brings about a number of hazards to the partners, which is reflected by the observation that a registered partnership is a 'community of destiny' for the partners. Hence, it is so important for business people to obtain professional advice in the area of company law.
Pursuant to the provision of Article 75 of the Act on Trading in Financial Instruments, a contract under which a professional entity shall, on the client's account, make operations in the regulated market with regard to trading in brokerage instruments, including stock as per Article 2 section 2 of the Act, may only be made in writing, under the pain of nullity. One ought to bear in mind that such type of a professional entity, referred to by the Act as an investment firm, may only be an entity fulfilling all of the conditions defined in Article 3 point 33 of the Act on Trading in Financial Instruments, and therefore a brokerage house, a bank conducting brokerage operations, a foreign investment firm operating in the territory of the Republic of Poland, or a foreign legal person with its legal seat within the territory of an OECD or TWO country, conducting brokerage operations in the territory of the Republic of Poland.
The situation you described may warrant the application of shareholder dissociation as regulated by Article 266 of the Code of Commercial Companies. In the situation at hand one must first determine whether the association agreement contains a provision enabling the dissociation of shareholders when not all of the remaining shareholders are advancing such a claim. If the answer is affirmative, one must bring a claim to the court to remove the inconvenient people from the company.