Resignation of the only board member – planned amendment of the Commercial Companies Code.

09.10.2018 r.

Resignation of the only board member – planned amendment of the Commercial Companies Code.

 

In accordance with the draft amendment of some acts adopted by the Council of Ministers in order to introduce simplifications for entrepreneurs in the tax and commercial law (“MŚP” Package), the Commercial Companies Code will also be amended.

The changes concern, among others, article 202 of the Commercial Companies Code (expiration of the mandate of a member of the management board) and consist in adding the following paragraph 6: "The only member of the management board resigns to the shareholders and at the same time convenes their meeting”. This provision may make it much more difficult to leave the company for the last member of the management board.

Currently the only regulation in this area was provided for in article 202(5), under which “accordingly to the resignation of a member of the Management Board shall apply mutatis mutandis the provisions on the termination of the order by the party accepting the order”. In addition, the resolution of seven judges of the Supreme Court of 31 March 2016 was also applied, in which it was resolved that “a statement of a single-member of the Management Board comes into effect upon delivery to the company's address in a manner enabling the necessary actions related to the resignation”.

 

/JF/