„Przekształcenie" przedsiębiorstwa państwowego w spółkę
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Date
1989
Authors
Advisor
Editor
Journal Title
Journal ISSN
Volume Title
Publisher
Wydział Prawa i Administracji UAM
Title alternative
Conversion of a state enterprise into a company
Abstract
A „conversion" of a state enterprise into a company is an important instrument
of stimulating social activity in the direction of creating conditions for preferred
economic behaviours and motivations. In the author's opinion a „conversion"
of a state enterprise into, a company regulated in Art. 29 of the Act of
September 25, 1981, on State Enterprises (Official Gazette 1987, no 35, item 201)
and in Ordinance of the Council of Ministers of February 8, 1988 (Official Gazette
1988 no. 6, item 51) is an important novelty in our economic legislation. The
said regulation cannot be reduced to a „pure" conversion, like in cases of fusion
and division of enterprises, or to a „pure" liquidation of an enterprise. A „converted"
state enterprise becomes a joint stock company or a limited liability;
company, acquiring both assets and liabilities of a former enterprise. The initiative
to convert an enterprise belongs entirely to its organs and not to the organ
which founded that enterprise. In a „converted" state enterprise the self-government
of a crew does not participate in the management of that enterprise along the rules provided for in the Act of September 25, 1981 on Self-Government of
a Crew of a State Enterprise (Official Gazette No 24, item 123 with subsequent
amendments). The Commercial Code, which provides the legal basis for creating
and functioning of companies, declares that companies shall be independent, self-
-governing and self-financing bodies. However, the Commercial Code regulates
these features in the way different from the manner adopted in the law regulating
the activity of state enterprises. The basis for participating in a company is
the initial capital, which is decisive for the scope of rights and duties of partners.
A self-government of a company is based on capital. At the same time a self-
-go'vernment of a state enterprise crew draws its rights from the labour relationship
and is based exclusively on legal provisions. De lege ferenda it seems desirable
to postulate the adoption of legal provisions regulating the participation of
a crew in the management of „converted" state enterprises. Such a participation
might take the form of the participation of the representatives of a crew in a supervisory
board with a decisive vote, and in a general assembly of partners with
an advisory vote.
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Keywords
Citation
Ruch Prawniczy, Ekonomiczny i Socjologiczny 51, 1989, z. 2, s. 51-64.