Curator for a company
Author: Małgorzata Paszkowska
The current practice shows a not-so-seldom phenomenon of paralysis of companies due to the lack of bodies having capacity to represent them, including in particular the management board. It seems that these problems can be quickly resolved by adopting appropriate resolutions. However, what if the reason for the lack of a company's capacity to operate are conflicts between its partners, shareholders, or even worse, a company is intentionally deprived of its bodies to prevent or seriously hamper its creditors to pursue their claims? Often the only way out of the organizational and operational stalemate in a company becomes the concept of a curator for a legal person, which is provided for in Article 42 of the Civil Code. However, the concept of curator appointment for a legal person is not used very often by companies, which is confirmed by a low number of references to it in the case law. Yet, it is worthwhile to emphasize its legal significance.
Article 42 § 1 of the Civil Code provides that if a legal person cannot conduct its own affairs due to the lack of proper bodies, the court shall appoint a curator for it. It follows from this regulation that the legislator considers it justified to appoint a curator for a legal person (a company) where there are two conditions met at the same time: first that the company cannot conduct its own affairs and second that there is lack of proper bodies of the company. At the same time there must be a causal relationship between the conditions indicated in the preceding sentence.