Accounting

Board of Directors in Poland

Accounting


Board of Directors in Polish company

The Board of Directors of Polish Company shall manage the affairs of the company and represent the company. The Board of Directors shall include one or more members (per articles of association). The members of the Board of Directors may be drawn from among the shareholders or other persons.

Appointing Board of Directors members in Poland

A member of the Board of Directors shall be appointed and dismissed by a resolution of the shareholders, unless the articles of association provide otherwise. Each member of the Board of Directors may be appointed separately or all members of the Management Board may be appointed for a joint term of office.

The powers of the Management Board in Poland under the Polish Company Law Act indicate two forms of the activity of the Management Board, i.e. managing the affairs of the company (making business decisions) and representing the company in external affairs, i.e. submitting and accepting declarations of intent on behalf of the company.

Mandate of Polish Directors

Unless the articles of association provide otherwise, the mandate of a member of the Board of Directors in Poland shall expire on the date of the General Meeting which approves the financial report for the first full financial year of his service as a member of the Polish Management Board. Where a member of the Polish Management Board is appointed for a period longer than one year, the mandate of that member of the Polish Board of Directors shall expire on the date of the General Meeting which approves the financial report for the last full financial year of his service as a member of the Management Board, unless the articles of association provide otherwise.

If the articles of association provide that the members of the Management Board in Poland shall be appointed for a joint term of office, the mandate of the member of the Management Board appointed before the end of a given term of office of the Directors in Poland shall expire simultaneously with the expiration of the mandates of the remaining members of the Polish Management Board, unless the articles of association provide otherwise. The mandate of a member of the Polish Management Board shall expire also upon death, resignation or dismissal from the Management Board.

Rights of Board of Direcotrs in Poland

The right of a member of the Management Board in Poland to manage the affairs of the company and to represent it shall cover all court proceedings and out of court dealings of the company. The right of a member of the Management Board to represent the Polish company may not be restricted with a legal effect vis-a-vis third parties. Thus despite the case of exceeding their powers by a member of the Management Board, the company shall enter into a legal obligation. Members of the Polish Board carrying out activities on behalf of the company shall submit their signature in accordance with the signature sample included in the file registry.

Limitations to Board of Directors rights

Exemptions to the general rule of the exclusive right of the Board of Directors to represent the Polish company (due to the potential conflict of interests) are as follows:

  • In contracts between the company and a member of the Polish Board and in disputes with him, the company shall be represented by the Supervisory Board or an attorney in fact, appointed under a resolution of the General Shareholders' Meeting.
  • ban on representation of the company in a dispute regarding repealing or invalidating a resolution of the shareholders. The defendant company is represented by the Management Board, but only when a proxy was not appointed by the powers of the shareholders' agreement - if there is no appointment of a proxy and the Management Board cannot act on behalf of the company, the competent court shall appoint the company's guardian
  • quasi representation of the company by the partner who brings a suit for compensation for damages caused by members of the Managing Board.

Represenatation by Polish Board of Directors

If the Board of Directors of Polish Company comprises several members, the methods of representation are determined by the articles of association. The Management Board of Polish Company cannot be excluded from the right to represent company by the will of shareholders. Unless the articles of association provide otherwise, cooperation of two members of the Management Board or one member of the Management Board with a proxy is required to make statements on behalf of the Polish Company. It is also permissible to accept the company's provision that declarations of intent in regards to property rights and obligations exceeding certain amount requires a joint representation of two members of the Management Board, and, below that amount, each of the members of the Management Board may represent the company on their own.

If the Management Board of Polish company comprises several members, and the articles of association do not provide otherwise, the relations among the members of the Management Board shall be governed by the following principles:

  • Each member of the Polish Management Board shall have the right and obligation to manage the affairs of the company
  • Each member of the Polish Management Board may, without a prior resolution of the Management Board, manage the affairs which do not exceed the ordinary affairs of the company
  • However, if prior to the conclusion of any matter not falling outside the ordinary affairs of the company, at least one of the remaining members of the Management Board objects to its conclusion or if the matter falls outside the ordinary affairs of the company, a prior resolution of the Management Board shall be required.
  • The resolutions of the Polish Management Board may be adopted if all members have been properly notified of the meeting of the Management Board. The resolutions of the management board shall be adopted by an absolute majority of votes.
  • The articles of association may provide that in the event of an equal number of votes the president of the Management Board shall have the casting vote, as well as grant him certain powers in managing the operations of the Management Board.
  • The appointment of a holder of the commercial power of attorney shall require the consent of all members of the Management Board.
  • The commercial power of attorney may be revoked by any member of the Management Board of Polish Company.

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