SANKCJA BRAKU ZGODY WSPÓLNIKA NA PODJĘCIE UCHWAŁY
SANCTION FOR THE LACK OF A SHAREHOLDER’S CONSENT TO ADOPT A RESOLUTION

Summary/Abstract: The article concerns the issue of sanctions which should be linked with the lack of the shareholder’sconsent for the adoption of a resolution in cases specified in Article 246 § 3 of the CommercialCompanies Code (CCC), Article 30098 § 3 of CCC and Article 415 § 3 of CCC. Although the issueof obtaining of the consent is of particular importance from the point of view of the protection ofshareholder rights in the company, the views presented in this regard by the representatives of thedoctrine of commercial law are extremely divergent. The conducted analysis leads to the conclusionthat the ineffectiveness of such a resolution must be suspended until the consent of all shareholdersis obtained. The lack of consent of any shareholder, or the expiration of the time limit for grantingsuch consent, should result in the resolution becoming definitively ineffective. It should be consid-ered acceptable to set a time limit for shareholders to express their consent, and such a time limitcould be set in the articles of association or in the resolution itself, as well as after the resolution ispassed, by the company itself in accordance with the rules of its representation. The natural timelimit within which consent must be expressed is the date by which the amendment to the articles ofassociation should be registered.

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