Reprezentacja spółek kapitałowych w obrocie cywilnoprawnym
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Date
1982
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Journal Title
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Publisher
Wydział Prawa i Administracji UAM
Title alternative
Representation of Capital Companies in Civil Law Turnover
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.
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Citation
Ruch Prawniczy, Ekonomiczny i Socjologiczny 44, 1982, z. 1, s. 111-126