Charakter prawny umowy (statutu) spółki kapitałowej
The legal nature of the agreement (statute) of a capital company

Summary/Abstract: The article analyzes the legal character of a capital company’s contract (statute) asa constitutive act establishing a new corporation as a legal person. In the introduction,the research objective is outlined: to demonstrate the dual nature of the capital com-pany’s contract, which combines the features of a normative act (the internal “statute”of the organization) and a contract among the shareholders. A dogmatic-legal methodwas applied, based on an analysis of the provisions of the Commercial CompaniesCode and the Civil Code regarding the formation of companies and the validity oflegal acts, supplemented by a historical-legal perspective (the genesis of the conceptof a legal person) and a comparative law perspective (the Anglo-Saxon memorandumand articles of association).In the subsequent sections, the normative concept of the creation of legal personsis discussed – according to which a company acquires legal personality upon registra-tion – along with the doctrinally disputed nature of the company’s contract as botha private normative act and a contract under the law of obligations. An analysis oflegal doctrine and Supreme Court jurisprudence leads to the conclusion that the com-pany’s contract (statute) fulfills a dual function: it is a prerequisite for the company’sformation and simultaneously serves as its internal corporate “law”. Consequently, itcombines normative and contractual elements, ensuring the company’s organizationalcohesion while preserving the civil-law nature of the relations between the shareholdersand the company. The formal requirements of the founding act (a notarial form andregistration) serve to ensure certainty in commercial transactions and to protect theinterests of shareholders and creditors.

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