Problematyka uchwał negatywnych i uchwał nieistniejących organów spółek kapitałowych

Abstract

Issues connected with negative resolutions and non-existent resolutions of bodies of capital companies

This article is devoted to the issue of the admissibility of distinguishing negative resolutions and non-existent resolutions adopted by bodies in capital companies. The current legal provisions do not contain explicit regulations that allow or prohibit the existence of these legal structures. However, the fact whether it is possible to separate them is not only doctrinal, but also above all practical. This work considers the legal nature of the resolution as a legal act and also presents the most important problems regarding the admissibility of negative and non-existent resolutions. The aim of the article is to assess the admissibility of these structures on the basis of regulations and general principles of company law. The arguments adopted both by the representatives of the commercial law doctrine, as well as the analysis of the thesis from the case-law, which have the most significant impact on the solution to the problem, were presented. Critical analysis of the concept of non-applicable regulations and non-compliant with the rules of economic turnover were also made.