Establishment of a board of directors in a simple joint-stock company
2019-08-14 22:20

Kancelaria Szczecin - Marcin Walawski

Continuing the subject of the revolution in the Polish Commercial Companies Code, we would like to point out issues related to the establishment of a board of directors in a simple joint-stock company.

The board of directors, as the company’s body, is certainly a novelty in Polish commercial law.

Although from the linguistic point of view the word “council” seems to impose collegial participation, art. 300 (73) § 2 gives the possibility to fill the body even with one person.

All directors are obliged and authorized to jointly manage the affairs of the company, unless the articles of association or the rules of the board of directors state otherwise. The rights of the director to represent the company cannot be limited with legal effect towards third parties.

Resolutions of the board of directors is required in particular to:
1) make strategic decisions for the company; 2) establish annual and long-term business plans;
3) establish the organizational structure of the company’s enterprise and shaping it basic functions related to running an enterprise.

What is specific for the regulation of a simple joint-stock company – it distinguishes two types of directors: “executive directors” performing business activities of the company, as well as “non-executive directors” exercising permanent supervision over the conduct of the company’s affairs.

In order to carry out the activities of running a company, an executive committee consisting of executive directors may be appointed.

Each non-executive director may examine all company documents, demand reports and explanations from company’s directors and employees.

In the coming weeks we will be presenting further information on the amendment, which is due to enter into force as soon as 1st of March 2020.