Commentary to the Polish Supreme Court judgement of 20 December 2017 (case ref I CSK 160/17)

Krzysztof JasińskiManaging Associate, GESSEL

Radca Prawny. Zeszyty naukowe nr 16

Krzysztof Jasiński

This paper constitutes a commentary to the Polish Supreme Court’s ruling dated December 20, 2017, in which the possibility to commence a proceeding for establishment of non-existence of a general meeting’s resolution has been confirmed.

The author agrees with the Supreme Court ruling, as supporting the view accepting a category of declarations, which even though named resolutions, from the legal point of view should not be qualified by this status. The Author analyses the concept of a resolution and court and doctrine’s views on the category of non-existent resolutions, providing examples identified in the legal theory and practice. He lists own arguments supporting the non-existent resolution’s concept. In particular he provides analysis of issues related to exceeding the power to act by a general meeting and legal implications thereof.