On March 1st 2019, amendments to the Code of Commercial Companies [PL] have entered into force.
Amendments are particularly important for joint-stock companies and limited liability companies.
According to the new regulation, in a situation where, as a result of the resignation of the member of the management board of a capital company, none of the seats on the board would be filled, the board member resigns to shareholders by convening the shareholders’ meeting.
The resignation shall be effective on the day following the day on which the shareholders’ meeting was called.
This amendment to art. 202 § 6 of the Commercial Companies Code, ended many years of dispute in doctrine and judicature.
Before the amendments entered into force, similar issues were settled in accordance with the resolution of seven judges of the Supreme Court of March 31st, 2016 (reference number III CZP 89/15).
As indicated in the resolution, a member of the board should have made a statement of resignation to another member of the management board or a proxy.
The problem arose in a situation, when the resigning board member was the only management board member, and the company did not appoint a proxy.
It was then assumed that resignation should be submitted to the supervisory board, and in the absence of such – to a proxy appointed by resolution of shareholders. If the proxy was not appointed, a member of the management board should have initiated the appointment of such.
It is worth adding that a member of the management board of a capital company may resign at any time.