Judicial review of Supervisory Board

The Commercial Companies Code doesn’t  provide any special regulation concerning the supervision of resolutions adopted by the Supervisory Board of a limited liability company. According to the provisions which are currently in force, there is no effective legal instrument which enables to obtain a court sentence which would set aside the resolutions of the Supervisory Board.

There is an opportunity to request the annulment of resolutions of the Supervisory Board (existing or non - existent), if only they are declarations of will (tend to the creation of a legal relationship). It is possible by applying Article 189 the Code of Civil Procedure in connection with Article 58 paragraph 1 the Civil Code.

The Supreme Court has held on 18th September 2013 (case number: III CZP 13/13 ) that the provisions of Articles 249-252 the Commercial Companies Code shouldn’t be applied to  the resolutions of the Supervisory Board.

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