„Przekształcenie" przedsiębiorstwa państwowego w spółkę
Wydział Prawa i Administracji UAM
Conversion of a state enterprise into a company
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.
Digitalizacja i deponowanie archiwalnych zeszytów RPEiS sfinansowane przez MNiSW w ramach realizacji umowy nr 541/P-DUN/2016
Ruch Prawniczy, Ekonomiczny i Socjologiczny 51, 1989, z. 2, s. 51-64.