Shareholders resolutions in Polish Company

Shareholders resolutions in Poland

In addition to other matters stipulated Polish Commercial Code or in the articles of association, resolution of the Shareholders shall require:

  • consideration and approval of the Management Board report on the operations of the company, the financial report for the previous financial year and the granting of approval of the performance of duties by the members of the company governing bodies
  • decisions on claims for redress of damage caused upon formation of the company or its management or supervision,
  • disposal of or tenancy of the enterprise or its organized part and the creation of a limited right in rem over them,
  • acquisition and disposal of real estate, the right of perpetual usufruct, or a share in real estate (unless the articles of association provide otherwise)
  • decisions on claims for repayment of additional contributions, share redemption
  • an amendment to the articles of association
  • appointment of proxies to sign agreements between members of the Management Board and the company and in disputes between them
  • adopting resolutions on the continued existence of the company if the balance sheet prepared by the Management Board discloses loss exceeding the total sum of the reserve funds and the capital reserve as well as the half of the share capital
  • dissolution of the company, transfer of the seat of the company abroad, merger of the companies, division or transformation of a company into a different commercial enterprise.

Other additional powers of the General Shareholders’ Meeting cannot overlap with the powers of the other governing bodies of the company relevant to the Polish Company Law Act regulations. Otherwise the so-called division of powers principle would be violated. The General Shareholders’ Meeting cannot for instance be granted the Management Board powers to manage and represent the company’s affairs. The only body authorized to represent the company in external affairs is the Management Board. It is the Management Board that manages company’s affairs and represents it in external affairs. Therefore, the shareholders at the General Shareholders’ Meeting are limited to the affairs within the powers of the General Meeting under the Polish Company Law Act and the articles of association.

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