On 31st March 2016, after examination at the Civil Chamber of the legal issue presented by the First President of the Supreme Court:

‘Upon submitting a declaration by a member of management board on the resignation from the performance of their function, where there is no contractual or statutory provision that would state otherwise, is a limited company represented by one member of management board or proxy (Art. 205(2) and Art. 373(2) CCC), supervisory board or attorney-in-fact appointed through a resolution of the meeting of shareholders or the general meeting of shareholders (Art. 210(1) and Art. 379(1) CCC), by a body authorized to appoint members of management board, or — in the absence of supervisory board — by the (general) meeting of shareholders?’

The Supreme Court, consisting of seven judges, adopted a resolution as follows:

The declaration by a member of management board of a limited company on the resignation of their position is submitted — with the exception provided for in Art. 210(2) and Art. 379(2) CCC —  to the company represented in this scope in accordance with Art. 205(2) or 373(2) CCC.

The resolution concludes that a declaration by a member of management board of a limited company on the resignation of their position is submitted — with the exception provided for in Art. 210(2) and Art. 379(2) CCC —  to the company.

In the scope concerning the resignation by members of management board, a limited company is represented by the management board or proxy in accordance with Art. 205(2) and Art. 373(2) CCC; also where the resignation is submitted by a member of a single-person management board or the last member of a multi-person management board or where it is submitted simultaneously by all members of a multi-person management board and the company does not have a proxy.

The declaration on resignation served at the address of the company (management board of the company) comes into effect upon obtaining by the other member of the management board or proxy of the ability to make themselves familiar with the content of the declaration in an ordinary course of action, and the declaration by the member of a one-person management board or the last member of a multi-person management board or by all members of a multi-person management board resigning simultaneously — upon serving at the address of the company (management board of company) in a way allowing to take necessary actions connected with the resignation.

Source: www.sn.pl