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Requirements for proxies and members of the company's bodies in the light of the new regulations
friday, 14 March 2014

The new company code and the civil code, both adapted to the modern and very dynamic reality, have brought about several changes that will directly affect persons representing legal entities. Some provisions have been made more specific or restricted.

Requirements for proxies and members of the company's bodies in the light of the new regulations

The first and basic requirement for members of the statutory bodies of the company (management board, director) is no criminal record for economic crimes, which must last for the entire period of performing the function. This requirement was already included in the previous code, in the new one it was unified with the provisions of the Act on economic activity.

An equally important requirement - in the previous absolute code, now limited - is the prohibition of competition contained in § 54 and § 199 of the Companies Code. A novelty is the possibility to inform all partners about the possibility of a conflict of interest. If, after the declaration, there is no objection of any of the partners, it should be presumed that there is no competition or activity contrary to the company's interests. The above-mentioned provisions apply to members of the management board of limited liability companies and joint stock companies, members of supervisory boards, managing director (in a single management board of the company), general partners, partners of general partnerships, directors of foreign branches and proxies. The information obligation arises always when one person performs functions in company bodies in more than one company (even if the seat is abroad) or runs his own business. Various objects of activity of managed companies or the lack of transactions between them do not release from the information obligation.

Another important change concerns the contracts between the company and its representatives (eg management). The relations to date have been governed by the provisions of the mandate agreement, which required the members of the company's statutory bodies to receive remuneration. The new regulations, to which the companies only apply for six months, require an obligation to sign a new type of contract. This time, however, the code provides for the possibility of performing activities without remuneration.

The obligation to sign contracts does not apply only proxies and general partners (limited partnerships). It is recommended in a situation where the owners of the company (shareholders) want to define the scope of duties more precisely, especially the commercial proxy, and it is necessary when it is necessary to determine the remuneration or at least only determine the right to reimbursement of travel expenses for the performance of the function.






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