Konkurencja statutów na gruncie kwalifikacji kolizyjnoprawnej wymogu zgody organu właścicielskiego spółki na zawarcie przez nią wybranych kategorii umów z jej funkcjonariuszami bądź na ich rzecz
The Competition of Laws with Respect to the Requirement of Consent of the Ownership Body of the Company for Conclusion of the Selected Types of Contracts with Its Officers

Summary/Abstract: The article discusses the impact of uncertainties about the legal nature of Article 15 of the Polish Commercial Companies Code on the outcome of the conflict-of-laws qualification of the requirement (resulting from this provision) to obtain the consent of the ownership body of the company to execute financing agreements with an officer of that company. This requirement can be viewed as concerning corporate, representation, or contractual matters. Depending on the presumed legal nature of this requirement, it is possible to categorize it under different laws — applicable to corporate, representation, or contractual aspects. In practice, this can cause significant doubt as to the effect of failing to obtain the consent of the ownership body. The article attempts to resolve these doubts and classify the consent requirement to the most appropriate law, taking into account its purpose, function, and nature. The article dwells also upon the functional links between the norms regulating this requirement and the purpose of the given conflict norm. The outcome of these considerations is that there are convincing arguments for classifying Article 15 of the Commercial Companies Code to the legis societatis within its scope, to the category of restrictions on representation.

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