In January 2022. The Supreme Court has adopted two important resolutions concerning practical legal aspects of the functioning of public limited companies and their bodies.
According to the resolution of 20 January 2022, III CZP 17/22, it is not admissible to determine, pursuant to Article 189 of the Code of Civil Procedure, that a certain resolution was adopted at the general meeting of shareholders of a public company if the minutes of the general meeting state that the resolution was not adopted. According to this provision, the plaintiff may demand that the court establish the existence or non-existence of a legal relation or right, if he has a legal interest in doing so. The Supreme Court thus held that in the case of resolutions of the general meeting of shareholders, this provision may only be applied in a negative manner, i.e. it is only possible to prove that the resolution included in the minutes was in fact not adopted.
According to the resolution of 12 January 2022, III CZP 67/22, conclusion by a public company of a contract on surety for the debt of a spouse who remains in statutory community with a member of the company’s management board requires the consent of the general meeting (Article 15 § 1 of the Commercial Companies Code).
Both resolutions will in practice also apply to limited liability companies.