Supreme Court dismisses appeal; supervisory board's power to hire managers is not dependent on shareholder resolutions under KH Art. 203.
Poland (PL)
Legislator summary
AI generatedThe Supreme Court dismissed the cassation appeal filed by a former manager against a lower court's decision regarding his employment contract. The appellate court had rejected the claim for remuneration, arguing that the supervisory board lacked authority to sign the contract without a prior shareholder resolution. The Supreme Court ruled that Article 203 of the Commercial Code grants the supervisory board the statutory power to represent the company in hiring managers, making such authority independent of shareholder resolutions or subsequent changes to the company's articles of association.
Legislator headnote
AI generatedArt. 203 KH; Art. 212 KH; Art. 213 KH; The supervisory board of a limited liability company is legally empowered to conclude employment contracts with board members without requiring a prior shareholder resolution, as this authority stems directly from the Commercial Code and cannot be restricted by the company's articles of association.