The last Management Board member won’t be held hostage by the company

Resignation of the last member of a company’s Management Board shall become effective within a timeframe prescribed by law, i.e. after the date for which the shareholders’ meeting / general meeting has been called. For these purposes, it will be irrelevant whether this meeting, once called, is actually held. In this way, the outgoing president will not be held hostage by the company, as Michał Boryczka and Piotr Tracz of GESSEL explain. 

The Polish legislature is presently working on an extensive raft of amendments affecting multiple aspects of business operations – the draft legislative Act regarding amendment of certain acts for the purpose of implementing simplified tax law and business law solutions for entrepreneurs (referred to as the legislative package for SMEs, i.e. small and medium-sized enterprises). The authors of this draft emphasise that it is intended as a collection of proposals which, once introduced into the Polish legal system, will significantly streamline day-to-day operations of business enterprises. One such change is comprised in the proposed regulations concerning resignation of the sole or last member of a Management Board.

The mooted modification of art. 202 and art. 369 of the Commercial Companies Code would amount to an impediment of sorts to a Management Board member who is contemplating termination of his involvement in the company where his departure would leave all mandates unstaffed. On the other hand, it posits a solution to an issue which has hereuntil given rise to considerable doubts in corporate practice, and one which has been settled to some extent in the judgement by a seven-judge panel of the Polish Supreme Court from 31 March 2016 (case III CZP 89/15) concerning representation of a company at resignation of its Management Board member (…)

Full text is available in polish version. If you would like to read it please contact us: kontakt@gessel.pl