The effects of violating the rules of representation of a limited liability company under Art. 210 § 1 of the Commercial Companies Code – commentary on the judgment of the Supreme Court of 8 November 2024, II CSKP 1733/22

Abstract

This critical commentary addresses the issue of whether a  legal act performed by a  management board member in violation of the representation rules set forth in Art. 210 § 1 of the Polish Commercial Companies Code (CCC) may be subsequently ratified. The key practical question is whether such a violation leads to absolute nullity of the legal act, or rather results in its suspended ineffectiveness, thereby allowing for later confirmation. The legal doctrine and case law have developed divergent views on this issue, generating significant legal uncertainty. The amendment of Art. 39 of the Civil Code (CC) – introducing the concept of an incomplete legal act – was intended to bring clarity. Nevertheless, in the judgment under commentary, the Supreme Court, disregarding the content and function of the amended Art. 39 § 1 CC, reaffirmed the concept of absolute nullity for acts performed in breach of Art. 210 § 1 CCC