Charakter prawny delegowania przez radę dyrektorów prowadzenia spraw spółki na rzecz dyrektorów wykonawczych w prostej spółce akcyjnej
Legal nature of the delegation by the board of directors of the conduct of the company’s affairs to executive directors in a simple joint stock company

Summary/Abstract: The possibility of establishing a delegation of powers of the board of directors to executive directors in a simple joint-stock company (hereinafter referred to as PSA) was introduced into the Polish legal system with the PSA legislation, which took place on July 1, 2021. The basis of the delegation is Article 30076 § 1 of the Polish Commercial Companies Code. stipulating that the bylaws of the board of Directors or a resolution of the board of directors may provide for the delegation of some or all of the activities of running the company’s business to one director or certain directors (executive directors). The purpose of this article is to determine the legal nature of the delegation in question in the context of the operation of the PSA, which has been in force in the Polish legal system for a relatively short time. In view of the above, the issue raised by the Author has not been exhausted in the literature on the subject. As a result of the legal considerations undertaken, it has been established that the subject delegation of powers has the nature of a generic power of attorney, which results from the optionality of its establishment, the freedom to determine the scope of powers assigned to executive directors and their number.

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