Nieważność czy bezskuteczność zawieszona, jakie są skutki naruszenia zasady reprezentacji łącznej w spółkach kapitałowych?
Invalidity or ineffectiveness suspended, what are the consequences of the violation of the principle of collective representation in capital companies?

Summary/Abstract: The purpose of this article is to describe the legal consequences of faulty joint representation. There is a principle of joint representation to submit effective declarations of will on behalf of the company in the Polish legal system. Two members of a board of directors, or one member together with a proxy must cooperate unless the statute or company agreement stipulates otherwise. In doctrine and case-law, there is a fundamental difference in views on the effects of the breached aforementioned actions. Some authors indicates that such a legal act is invalid under article 39 of the polish civil code in conjunction with article 38 of the polish civil code or under article 58 of the polish civil code. Other authors state that there is a possibility of applying per analogiam article 103 of the polish civil code. Divergence is essential because in the first case the legal action is invalid and in the second the person authorized to represent the company can confirm it. The case law of the Supreme Court is not uniform in this matter. It can be stated that for a long time Supreme Court has held that such legal acts are invalid, however the resolution of 14 September 2007 allowed the application per analogiam article 103 of the polish civil code in some situations. The authors describe what is a representation of a capital company, how it can be violated, what are the sanctions of such an infringement, and the legal actions of the so-called not fully occupied bodies. The both views of the legal consequences of faulty joint representation are presented and the authors point which view is more persuasive for them and why.

• Details
• Contents