Company & Commercial, Poland updates

Special rules of representation for limited liability companies
Kubas Kos Gałkowski
  • Poland
  • 08 July 2019

The Commercial Company Code allows representation by a supervisory board or proxy appointed by a resolution of a shareholders' meeting in contracts or disputes between companies and their management boards. In this context, the Supreme Court recently examined whether a limited liability company should be represented by a general partner or its management board when amending a limited partnership agreement, despite the fact that the limited partner was a member of the company's management board.

Violation of articles of association not enough to annul shareholders' resolution
Kubas Kos Gałkowski
  • Poland
  • 29 April 2019

Appealing against shareholders' resolutions is one of the most controversial areas of Polish company law. A recent Supreme Court resolution found that the shareholders' resolution of a limited liability company could not be annulled by the courts just because it was contrary to the company's articles of association. This resolution appears to put an end to many years of controversy.

Shareholders' rights to give binding instructions to limited liability company managers
Kubas Kos Gałkowski
  • Poland
  • 22 January 2018

The Code of Commercial Companies provides that the supervisory board of a limited liability company cannot give binding instructions regarding the management of the company's affairs to its managers. As there is no similar explicit provision prohibiting a shareholders' meeting from issuing such instructions, the question arises as to whether this was an intentional omission by the legislature and whether managers of limited liability companies must follow instructions given by shareholders.

Have we already concluded an agreement?
Kubas Kos Gałkowski
  • Poland
  • 06 November 2017

Parties that negotiate a contract for sale when they are based in different countries are not always aware of the legal nature of their negotiations and the possible legal consequences. As such, it is advisable that parties choose the law applicable to the contract being negotiated and the negotiations themselves as soon as discussions begin. In the event of a dispute, this will enable them to avoid the potential risk of the courts finding that the contract in question has already been concluded.

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