Court shall appoint a curator for company

On 17th December 2015 the Supreme Court issued an interesting resolution (case number III CZP 91/15) concerning representation of limited liability company in a dispute over pronouncing invalid a resolution of shareholders.

The case in which arises the need to resolve by the Supreme Court this legal issue concerning a situation when an action is brought for pronouncing invalid a resolution of shareholders concerning dismissing members of the management board, and when in addition the court decided to grant secure a claim for annulment - by withholding the feasibility of a resolution to dismiss the current board member and resolutions to appoint new composition of the management board. In this matter, there arises a question which management board – dismissed or new – is entitled to represent a company in this proceeding.

The Supreme Court said that the management board cannot act on behalf of a company in proceeding for granting a security which subject is a claim of the person the recalled from the Board to set aside or annul the resolutions of the shareholders' meeting about changes in the composition of the board. In this case, the court shall apply article 253 § 2 of the Commercial Companies Code and if there is no resolution of the shareholders of the appointment, the court shall appoint a curator for company.

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