OSOBA PRAWNA JAKO CZŁONEK ORGANU ZARZĄDZAJĄCEGO SPÓŁKI W WYBRANYCH SYSTEMACH PRAWNYCH
A LEGAL PERSON AS A MEMBER OF THE GOVERNING BODY OF THE COMPANY IN SELECTED LEGAL SYSTEMS

Summary/Abstract: The article discusses the issue of regulations governing the roles of members in the manage-ment bodies of companies. The rationale for conducting the research was that European countrieshave not adopted a uniform model regarding the participation of legal entities in the manage-ment bodies of companies. An unsuccessful attempt at such regulation was the Fifth Directive onCompanies. The research aimed to compare selected legal systems and emphasize the potentialconsequences of allowing legal entities to hold positions on the management board, as well as toaddress the question of whether the standardization of regulations pertaining to this issue is nec-essary at the European level. This analysis was primarily conducted using the legal dogmatic andcomparative legal methods. The research demonstrated that in some legal systems the presenceof a legal entity in the management body of a company is widely permissible – for instance, this isallowed by the French, Belgian, and British legislators, although the legislation of these countriesis not uniform in this aspect. On the other hand, in Germany and Poland the participation of legalentities as members of the management board is prohibited by the law itself. The author formu-lates the thesis that there are no specific grounds for harmonizing the described mechanism atthe European level. The conclusions drawn can be deemed significant in the context of a potentialamendment to the Polish Commercial Companies Code, which could reignite the discussion aboutthe possibility of introducing regulations concerning the capacity of legal entities to hold positionsin a company’s management bodies.

• Details
• Contents