APPEALING FROM COMPANY RESOLUTIONS
The Code of Commercial Partnerships and Companies gives the right to bring action for invalidationor revocation of resolutions adopted by general meetings of shareholders in joint-stock companies(pl. spółka akcyjna - S.A.) to a specific group of persons. Such right is vested in: management board, supervisory board or individual members of these bodies; a shareholder who voted against the resolution and upon the resolution being adopted demanded that his/her objection be put on record; (the said voting requirement does not apply to a holder of a non-voting share); a shareholder who was unduly prevented from participating in the general meeting; shareholders who were absent from the general meeting, exclusively in the event that the meeting of shareholders had been improperly convenedor the resolution was adopted on a matter not included in the agenda. The basis for pronouncing a resolution invalid is its incompliance with the law, while a resolution of a general meeting of shareholders in a joint-stock company may be revoked if it is contrary to the company deed and good practice and prejudicial to the interests of the company or intended to wrong a shareholder. In case of limited liability companies (pl. spółka z ograniczoną odpowiedzialnością - sp. zo.o.), the legal grounds for revoking or pronouncing resolutions invalid are the same as for joint-stock companies. However, the group of people who are directly entitled to appeal from resolutions in limited liability companies is not exactly the same as in case of a joint-stock company. Looking at corporate disputes in Poland, in addition to the legal basis for appealing from resolutions which is derived from the Code of Commercial Partnerships and Companies, appeals from resolutions may also be lodged under Art. 189 of the Code of Civil Procedure.
The resolutions which are challenged under Art. 189 of the Code of Civil Procedure are referred to as non-existent resolutions. In challenging resolutions under Art. 189 the Code of Civil Procedure there is no exhaustive group of persons who are entitled to challenge resolutions. There is also no deadline, contrary to appeals lodged under the Code of Commercial Companies and Partnerships.
In Warsaw, a court which is competent when such an appeal from resolutions is to be lodged is the Regional Court located at ul. Czerniakowska 100.
Apart from that, the Law Firm also provides assistance in seeking solutions to any other conflicts of interests which may arise in a company but do not necessarily have to involve challenging of any resolutions, e.g.: exclusion of a partner from a partnership, action brought by a shareholder for being provided with the information about the company.