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Corporate disputes and liability in companies - polish law

corporate dispute in Poland

On 12-15.10.2017 Polish Attorney-at-law  Ewa Kosowska-Czapla participated in the nationwide conference "Corporate disputes and liability in companies".

The event was organized by the National Chamber of Legal Advisers.

The subject matter of the training covered such issues as:

  • appealing resolutions,
  • exclusion of a partner in a partnership and a limited liability company,
  • dissolution of the partnership and the limited liability company by the court,
  • responsibility of members of the bodies of capital companies,
  • responsibility for the obligations of partnerships, with particular reference to the partner company.

During the training, many practical issues were discussed, in particular the possibilities of action, as well as the ways of defending against certain types of legal disputes.

The Law Firm conducts a number of proceedings related to corporate disputes. One of the judgments in which the Law Firm was successful before the Supreme Court in the case concerning the exclusion of a partner from a limited partnership was presented during the training as the most significant in the current court judicature concerning the subject matter of the exclusion of a partner (Judgment of the Supreme Court of 8 September 2016, file no. CSK 781/15).

In the process, the Polish Law Firm prevented the exclusion of a partner from the company in a situation where the other partners raised an unfounded accusation of lack of loyalty to the limited partner. The Polish Supreme Court emphasized the exceptional application of the institution of shareholder exclusion "The demand to exclude a shareholder, as the only way provided for by law, to forcibly remove a shareholder from the organisational structure of the company, at the will of the other shareholders, should be treated as a final measure. It is a sanction for the company's destructive non-performance or improper performance of obligations resulting from the membership relationship, as well as for the existence of other circumstances on the shareholder's part, contrary to the content of the relationship and unfavourable to the company.

A particularly interesting lecture was a lecture devoted to the subject of challenging resolutions. The speaker discussed in detail the institutions of invalidity of a resolution, non-existence of a resolution, as well as the reasons for repealing a resolution. The resolution of the Polish Supreme Court of 18 September 2013, III CZP 13/13, according to which:

  1. The court's verdict declaring invalid resolutions of limited liability company's partners or resolutions of the general meeting of a joint-stock company contrary to the Act is constitutive in nature.
  2. Resolutions of the Management Board, Supervisory Board and Audit Committee of a limited liability company and resolutions of the Management Board and Supervisory Board of a joint-stock company are subject to appeal by way of an action for determination (Article 189 of the Polish Code of Civil Procedure in conjunction with Article 58 of the Polish Code of Civil Procedure).

The speaker pointed out that the thesis of the first resolution met with a firm disapproval from the doctrine of law. Hence, the question of the nature of the verdict on the declaration of invalidity of a resolution may still be the subject of a Polish Supreme Court verdict.

On the other hand, with regard to the responsibility of board members, it is worth noting the most recent judgment of the Polish Supreme Court in this area of 13 April 2017, I CSK 286/16, according to which “Liability of board members of a limited liability company pursuant to Art. 299 of the Polish Commercial Companies Code is of a compensatory nature. It is a non-contractual own responsibility of the board members for allowing to reduce the property potential of the company, which makes it impossible to enforce the obligations of the limited liability company from its assets. It is borne by persons who were members of the management board of the company during the establishment and existence of the obligation, or more precisely - during the establishment and existence of the basis for this obligation. It does not matter whether the ineffectiveness of the execution of the company's assets took place during or after their dismissal.”

This made it easier for creditors to pursue claims against board members.

  Ewa Kosowska- Czapla

Attorney-at-law/ Restructuring adviser

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