Amending the articles of partnership of a limited partnership and the prohibition of executing contracts “with oneself” by a member of the management board of a limited liability company

Abstract

The subject of analysis in this paper involves the question of the manner of amending the articles of partnership of a limited partnership whose partners include a limited liability company and a member of the management board of this company. A doubt arises in the presented situation concerning the establishment of appropriate representation of the capital company when making the said act in law involving the amendment of the articles of partnership of the limited partnership. Pursuant to Article 210(1) of the Commercial Companies Code, representation of a limited liability company in contracts and disputes between the company and a member of the management board is excluded. The provisions of the Commercial Companies Code do not prescribe the mode in which the articles of partnership of a limited partnership are to be amended; therefore, this amendment may be done by way of a contract or by way of a resolution of the partners. However, there is no doubt that the regulation of Article 210(1) CC covers with its hypothesis not only the execution of the contract between a limited liability company and a member of its management board, but also other acts in law associated with this contract, especially its amendment. Therefore, by allowing the possibility of amending the articles of partnership of a limited partnership both by way of a contract and a resolution of the partners, one should consistently assume that when making any of these acts in law — in the factual state presented above — the limited liability company’s representation by the management board shall be excluded.