Charakter więzi prawnych pomiędzy przedsiębiorstwem państwowym i jego dyrektorem
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Date
1987
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Publisher
Wydział Prawa i Administracji UAM
Title alternative
The Character of Legal Relations between a State Enterprise and its Director
Abstract
Director is — in the light of the Law of September 25, 1981 on State Enterprises
— an organ of a legal person and at the same time a manager of a plant in
the light of labor law. Both legal categories serve to indicate a natural person (persons)
authorized to act in the legal sphere of a given economic unit recognized as
a subject of law, with the effects falling to that unit (to a legal person, a plant).
The legal construct of a director may therefore be perceived and analysed as a set
of combined legal relations between an enterprise (a legal person, a plant) and a natural
person designated in a specified way as a director.
The legal relationship of an organ is a relation under civil law, although its
structure and contents differ from typical civil-law relationships, the paradigm of
which is the relationship resulting from an obligation. Its contents are the powers
of a natural person designated as an organ to undertake legal transactions with
effects falling to a legal person, and its function is shaping ("organizing") other civil-
law relations of a legal person. In view of the said function, the legal relationship
of an organ may be defined as an organizational relationship under civil
law. In civil law the relationships of such a kid appear also in the situations other
than concerning legal persons; representation is an example of such a relationship.
A natural person appointed to be director is linked with an enterprise by an
organizational relationship under civil law. With that relationship the organizational
relationship under labor law is combined ex lege. It is justified to define the construct
of a manager of a plant in this way since it indicates a natural person authorized
to organize, on behalf of a plant, the employment relations. Besides, a person
appointed director is linked with an enterprise by the employment relation
resulting from an obligation, the contents of which is, in particular, the duty of
the appropriate use of powers flowing from the two organizational relations mentioned
above. In the light of the law in force, the employée status is an inseparable
element of the legal status of a director, for it is impossible to appoint a given
person to be director — an organ of a legal person and a manager of a plant —
without establishing with such a person the employment relationship. The connection
of the three types of legal ties within the legal construct of a director is its
characteristic feature. In cases of other managing bodies hiring employées such
a connection of different ties does not occur. The above basic differences lead to
more detailed differences in legal regulation of the director's situation in comparison
with eg. the board of a cooperative or of a commercial company. In the light of the Law on Enterprises, it does not seem possible to treat
a director as an organ of state administration. He does not act on behalf of State
but on behalf of an enterprise and, in principle, he is not equipped with powers to
shape imperiously and unilaterally the legal position of other subjects in the sphere
of administrative law. On the other hand, he is not officially subordinated to the
establishing organ. In turn, the explanation of his personal subordination to that
organ lies in the construct of an enterprise as a so-called dependent legal person
rather than in the construct of a director as an organ of State administration.
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Citation
Ruch Prawniczy, Ekonomiczny i Socjologiczny 49, 1987, z. 1, s. 31-49