Struktura i kompetencje organu administrującego spółki europejskiej opartej na systemie monistycznym
The structure and competences of the administrative organ of a European company based on the monistic system

Summary/Abstract: The regulation [contained in Article 46 of Council Regulation (EC) No. 2157/2001 on the Statute for a European company (SE)] differs somewhat from Article 369 (1) and Article 386 (1) of the Commercial Companies Code, which provide for a five-year term of office for members of the management and supervisory boards. In the remaining scope, the provisions of the Commercial Companies Code pertaining to the management board and supervisory board of a joint stock company will apply to the organs of a European company. The basis for such a statement can be found in Article 9 (C) (ii) of the Regulation, which stipulates that matters not regulated or only partially regulated by that Regulation, to the extent not covered by the Regulation, are subject to the laws of the Member States that would apply to public limited-liability companies formed in accordance with the law of the Member State in which the European company has its registered office.A European company based in Poland will not be able to take advantage of the solution contained in Article 47 of Regulation (EC) No. 2157/2001 due to Article 18 of the Commercial Companies Code, which stipulates that only a natural person with full legal capacity may be a member of an organ appointed for management or supervision.The legal nature of managing directors [referred to in Article 39 of Regulation (EC) No. 2157/2001] is more similar to the institution of a proxy. Nevertheless, they cannot be classified in this category either, as they do not match any of the powers of attorney constructs known in Polish law. A managing director is also not a special type of attorney - a proxy.

• Details
• Contents