Reprezentacja spółek kapitałowych w obrocie cywilnoprawnym

Abstract

The article disscusses the question of representation of capital associations (limited liability companies, joint stock companies) in dealings within the meaning of civil law. lt is only the management from among company officials which is in legitimate possession of representation rights. Exceptionally the rights of representation are vested in the supervisory board, whereas the meeting of partners (general assembly) and the auditing committee are destitute of these rights. Combined representation is a rule in deputizing for capital associations. There are however some exceptions to it. The cases are as fallows: establishing a sole management, contractual settlement of other principles of representation and of passive representation of association (by way of capacity to accept declarations of will). The right to represent which is vested in the management is defined very widely. It comprises almost all proceedings in court and elsewhere which are related to operating any business. Thus there is no necessity to limit the concept of management representation to firms belonging to joint companies or to a firm of the same type. In relation to the capital association the members of management are subject to limitations enacted in regulations concerning the associations or limitations established in contracts (statutes) of associations or in resolutions of partners (in general assembly). Participance of the management member in decision making, against the explicit consitnalimts to do so does not influemce the validity of arrived settlements. The possible consequences of this participation may be the managing director's liability for damage, his recalling or suspension by the supervisory board. The mode of representation concerning capital associations is subject to registration in the trade register.