Minute book

A problem occurred on the basis of the case conducted for the Law Office’s Client regarding an interpretation of art. 248 of the Act of 15th September 2000 the Law of Commercial Companies Code, and a form of the limited liability company’s minute book.

According to the Supreme Court’s judgment of 10th April 2014 (ref. act I CSK 406/13), due to the fact that art. 248 Commercial Companies Code does not regulate the form of the minute book, it can be conducted in any form. The crucial point is that it has to contain all the resolutions passed by shareholders. Numbering the documents in the book may be required additionally.

In the abovementioned decision, the Supreme Court stated, however, that if the burden of proof applies to the completeness of the minute book, not to its existence, a limited liability company shall conduct a book in a manner allowing to prove its completeness.

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