Appealing in opposition to shareholders’ resolutions is one of the most debatable regions of Polish organization law. A recent Supreme Court decision located that the shareholders’ decision of a restricted liability organization cannot be annulled by the courts just due to the fact its miles opposite to the provisions of the articles of affiliation. (1) A decision that infringes the articles of association can be annulled simplest if it similarly undermines the hobbies of the organization or is geared toward harming shareholders. The Supreme Court decision might appear to position an give up to many years of controversy.

Controversy

Article 249(2) of the Commercial Companies Code states as follows:

 

A resolution of shareholders that is contrary to (a) the articles of affiliation or (b) concepts of morality and (c) adversely affecting the pastimes of the organisation or (d) aimed at harming the shareholder can be appealed towards by manner of an action brought towards the company for an annulment of the resolution.(2)

The interpretation of the above provision has been the situation of controversy for decades. Most of the judiciary taken into consideration that for a decision to be annulled, at the least one of the factors (a) and (b) and one of the elements (c) and (d) need to be fulfilled concurrently. Nevertheless, a few authors (in addition to a few courts) assumed that:

a contradiction with an organization’s articles of association turned into an independent foundation for repealing a shareholders’ resolution; and
only while a contradiction with right practices is said, one in every of conditions (c) or (d) must moreover be met.

The Gdansk Court of Appeals, inspecting the case for an annulment of the shareholders’ resolution, submitted a movement to the Supreme Court to clear up the above controversy by the manner of a resolution. Supreme Court resolutions are not officially binding (except the case immediately worried); however, in practice, they may be of fundamental importance and have an effect on the shape of all court rulings.

Decision

The Supreme Court ruled that a shareholders’ resolution of a constrained legal responsibility business enterprise that is opposite to the articles of association can be annulled simplest if it further undermines the agency’s pastimes or is aimed toward harming shareholders. The Supreme Court consequently authorized the dominant interpretation of the provision.

First, the Supreme Court assumed that the provision’s textual interpretation strongly supported a majority interpretation. Second, in the Supreme Court’s opinion, the general public interpretation turned into extra-rational. (It lets in the courts to have a look at whether or not the annulment of a decision is clearly suitable in positive instances.) A minority interpretation might require the court docket to repeal the resolution due to the mere formal contradiction of the decision with the articles of affiliation.

Third, the Supreme Court raised the argument that a majority interpretation is supported by way of the precept of stability of prison men and women (ie, organizations). An alternative interpretation would allow minority shareholders that disagree with the general public to mission resolutions on the basis of any formal war with the articles of affiliation. According to the Supreme Court, a majority interpretation protects towards such practices, as it calls for the real negative results of this kind of decision to be proven.

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