II PK 276/04
AI generated
Employment contract with a managing director signed by shareholders without authorization is void under Polish law.
Poland (PL)
Legislator summary
AI generatedThe Supreme Court dismissed the cassation appeal filed by a former managing director against a labor court judgment. The lower courts found that the employment contract was invalid because the shareholders' meeting failed to appoint a proxy for signing the agreement, violating mandatory formal requirements. The court ruled that this specific procedural defect renders the contract void ab initio, meaning payments made were merely compensation for management duties rather than wages.
Legislator headnote
AI generatedart. 58 § 1 k.c.; art. 300 k.p.; art. 210 k.s.h.: An employment contract concluded by a limited liability company with its managing director without a prior resolution appointing a proxy is absolutely void due to the violation of mandatory formal requirements.
Keywords
AI generated
managing director employment
shareholders meeting resolution
proxy appointment requirement
void contract ab initio
lex specialis labor law
formal validity defect
management compensation
Cited Legislation
AI generatedart. 58 § 1 k.c.
art. 300 k.p.
art. 210 k.s.h.
art. 203 k.c.
art. 393 § 1 k.p.c.
art. 58 § 1 k.c
art. 300 k.p
art. 210 k.s.h
art. 163 k.s.h
art. 31 § 1 k.p