Managerial contracts

Labor law

automatic translation from Polish

Business management by a manager - management board

In order for the newly appointed manager to manage the company's affairs and represent them in dealing with external entities, he must be authorized to do so. A number of enabling institutions have been established in the Code of Commercial Companies and the Civil Code.

The first of these is the manager's entry into the company's management board. This solution definitely connects the manager with the company in the most exact way. Participation in the management board, in accordance with the provisions of the Code of Commercial Companies (in the case of a limited liability company is Article 200 and further of the Code of Commercial Companies and Partnerships, in the case of joint-stock companies - Article 368 and further) is associated with the entry of a manager into the most important body of the company, whose rights and obligations they are to a large extent strictly regulated by the applicable provisions and in which participation may be associated with the direct financial responsibility of the manager in the event of bankruptcy of the enterprise (see art. 299 of the Code of Commercial Companies and Partnerships). This solution allows to limit the scope of the managerial agreement (a significant part of the duties of a management board member is regulated by law), however, due to the very important role of the management board in the company's operations, it can be used only in situations of high trust in the appointed manager and only in a situation where the owner of the enterprise decides to a far-reaching separation of ownership and management functions - such a trend, although popular, does not suit all entrepreneurs.