Publication date: January 22, 2026
A hull board (or “hull”) is a management body of a legal person (e.g., a company, association, foundation) that formally exists, but its numerical composition has fallen below the minimum number required by the statute or agreement, preventing it from effectively adopting resolutions, representing the organization, and managing its affairs, which may result in the need to appoint a curator.
The provisions of the Polish Commercial Companies Code in the regulations concerning capital companies provide that the company’s management board consists of one or more members. In capital companies, this is a mandatory body, but it may also be appointed optionally in a professional partnership. The company’s articles of association or statute may specify how many people will comprise it, most often by indicating a specific number of management board members or defining it using a range of numbers (e.g. the management board consists of 3-5 people). A problematic situation arises when the number of management board members falls below that required in the articles of association or statute. Then we are dealing with the so-called hull board where a corporate structure is in a state of inconsistency between the established composition of a body and its proper staffing quantitatively.
There are views according to which an incomplete management board is equivalent to the absence of this body in the company. Proponents of this view believe that an incomplete management board is not, in fact, a management board, and therefore the remaining members appointed to it cannot perform their duties. For this body to represent the company and manage its affairs, additional members must be appointed to meet the contractual or statutory requirements regarding the composition of the management board. This argument is based on Article 38 of the Civil Code, which states that a legal entity operates through its bodies, not through the individuals comprising it. This position is consistent with corporate governance principles.
In turn, the opposite view assumes that even if the management board loses the required number of members, it may act as a so-called “hull management board”, taking into account the specificity of the state of hull management and the principles arising from the provisions of the Commercial Companies Code. This view strengthens the certainty of trading and the interests of the company’s contractors and third parties and has been confirmed in the case law of the Supreme Court (including the judgment of the Supreme Court of 18 July 2012, reference number III CZP 40/12; judgment of the Supreme Court of 5 October 2010, reference number I CSK 63/10; judgment of the Supreme Court of 21 January 2005, reference number I CK 528/04). The opposite position would also be detrimental to the remaining members of the management board, who would also lose their rights as a result of the expiry of the mandate of one of them – this would introduce the concept of the so-called joint and several expiry of the mandate of a management board member.
The Supreme Court’s case law broadly recognizes the possibility of a hull board operating.
Managing the company’s affairs
The management of the company’s affairs by a board of directors is essentially beyond doubt. There is a consensus that it cannot effectively adopt resolutions, as such action would be defective due to the inappropriate composition of the body. Therefore, a board of directors may manage the affairs of a limited liability company, provided it does not require the adoption of resolutions, i.e., in matters not exceeding the scope of ordinary management (Article 208 § 3 of the Commercial Companies Code). In turn, in a simple joint-stock company and a joint-stock company, if the management board consists of multiple members, and the articles of association or statute of the company do not provide otherwise, all its members are obligated and authorized to jointly manage the company’s affairs. Joint management means making every decision in the form of a resolution, and there is no distinction between ordinary management and those exceeding ordinary management. The principle of the inability to adopt resolutions is derived from Article 208 § 5 (art. 371 § 3), which states that resolutions of the management board may be adopted if all members have been properly notified of the management board meeting – if not all members of the management board are present, they cannot be properly notified (as stated by the Supreme Court in the resolution of 18 July 2012, file reference III CZP 40/12 and in the judgment of 21 January 2005, file reference I CK 521/04).
A position is also presented according to which the above provisions should be interpreted in the context of the actual numerical strength of the management board, and not the contractual or statutory status. If the regulation of Article 208 § 5 of the Commercial Companies Code were to be read in accordance with the content of the provision only from the moment when the “hull” management board exists, then we would never speak of ineffective notification of management board members, and therefore of the inability to adopt resolutions. If one were to apply the interpretation of provision 208 § 5 of the Commercial Companies Code, in which a situation could be raised where the statement “all members of the management board” would always apply, the doctrinal dispute presented in this article would not be logically explainable[1]. In this approach, a member of the management board whose mandate has expired is no longer a member of the management board, and therefore the provision does not apply to him. This interpretation allows for protection against unfair corporate practices in relation to the state of “hull nature” in all company bodies.
Importantly, regardless of the accepted view regarding the inability of a multi-member management board to adopt resolutions, it should be noted that a decrease in the number of management board members below the contractually or statutory requirement does not prevent individual decision-making within the scope of authority vested in individual management board members. It is also possible that even the sole remaining member of a multi-member management board may effectively convene an extraordinary general meeting to fill the vacancies of that body.
Representing the company
At the outset of this section of the article, it should be noted that the occurrence of a state of hull management does not mean that the provisions concerning the alleged governing body of a legal person (Article 39 of the Civil Code) or specifying the consequences of improper representation will apply. The possibility of hull management acting in the area of company representation has been determined by Supreme Court case law.
For all limited liability companies, there is a uniform regulation under which, if the management board consists of multiple members, the method of representation is specified in the company agreement or statute. If the relevant agreement does not contain any provisions in this regard, the cooperation of two management board members or one management board member with a commercial proxy is required to make declarations on behalf of the company (Article 205 § 1, Article 300 66 § 1, Article 373 § 1 of the Commercial Companies Code). The establishment of a detached management board does not automatically deprive the other members of the ability to represent the company – they are entitled to do so provided they meet the representation requirements specified in the company agreement/statute or in accordance with the above provisions. However, if a given activity requires a management board resolution, for the reasons described above, the detached management board will not be able to represent the company.
This view is further reinforced by the provisions of the Act of 20 August 1997 on the National Court Register, which establish a presumption of the veracity of entries in the register. If, pursuant to the National Court Register, specific members of the management board are authorized to represent the company, a third party acting in good faith is protected under Article 17 of the National Court Register Act. It is indicated that while the management board is authorized to represent the company, this right is exercised by individual members of the body.
Positions supporting the views presented above can be found in the Supreme Court’s case law. Already in its judgment of January 21, 2005 (ref. I CK 528/04), it was stated rather casuistically that “if a company’s management board consists of three members, and only two members of the management board can represent the company, the absence of a third member of the management board is not decisive for the ability of the remaining members of the management board to effectively represent the company.” In turn, in its judgment of November 5, 2010 (ref. I CSK 63/10), a general rule was introduced, according to which “members of a body of a legal person, designated as a ‘hull’ body, that is not properly staffed in relation to the requirements of the statute and is appointed to represent the legal person, may represent the legal person despite its improper composition, if the requirement for representation applicable to that legal person can be met.”
There is also no doubt that the status of a company’s management board must not affect the ability of the remaining management board members to passively represent the company, meaning they can accept declarations of intent. The provisions of the Commercial Companies Code establish the principle that declarations submitted to the company and documents served on it may be made to a single management board member (or a commercial proxy – Art. 205 § 2, Art. 300 66 § 2, Art. 373 § 2 of the Commercial Companies Code).
Curator
Article 42 § 1 of the Civil Code provides the basis for appointing a curator for a legal person in a situation where it cannot be represented or conduct its affairs due to deficiencies in the body authorized to represent it (and the establishment of a hulk board may constitute such a situation). Pursuant to § 3, the curator shall immediately take steps to supplement the body authorized to represent the legal person, and if this is unsuccessful, the curator is also authorized to take steps to liquidate the company.
There should therefore be supported the thesis that a defunct management board can operate. The provision clearly distinguishes between the inability to represent or manage the company’s affairs due to “lack of a governing body” and “deficiencies in the composition of the governing body.” Since deficiencies in the composition of the governing body are not equivalent to its absence, a legal entity with an incomplete governing body may operate.
It is worth emphasizing, however, that under Article 42 of the Civil Code, in force since March 15, 2018, the mere fact of a company’s defunct status is not sufficient grounds for appointing a trustee (curator). If the number of remaining management board members, in accordance with the company’s articles of association or articles of association, is sufficient to represent the company and manage its affairs (particularly through adopting resolutions), then the appointment of such a trustee is not necessary. This position was taken by the Supreme Court under the previous wording of the provision in its judgment of January 21, 2005 (ref. I CK 528/04) and in its resolution of July 18, 2012 (ref. III CZP 40/12).
The Supreme Court, in its decision of 7 May 2004 (ref. III CK 249/03), also stated that the company’s curator does not have the authority to appoint the management board, in particular he cannot replace the shareholders’ meeting in this respect, and he cannot convene this body to adopt a resolution on the appointment of a management board member.
Summary
The basic way to prevent the emergence of a truncated board is to define the number of board members in the company’s articles of association or statute in a fork format and to maintain its composition at the upper limit – in the event of resignation or dismissal of even a larger number of board members, we will not be dealing with its inappropriate composition.
In the event of expiry of the mandate through dismissal, the relevant body should simultaneously appoint another person to the management board so that its composition remains consistent with the provisions of the contract or statute.
In conclusion, it’s worth emphasizing that even though case law broadly allows for the possibility of a hull board, such a situation is temporary and the composition of this body should be expanded as soon as possible. The most significant and practical problem is the inability to adopt resolutions, which in the long term may prevent the company from managing its affairs, resulting in the appointment of a trustee. From the perspective of third parties, this may reflect internal company problems, which is certainly not beneficial from a business perspective. Therefore, the emergence of a hull board should be avoided at all costs.
[1]Grzegorz Adam Kawalec, The “hull” management board in a limited liability company, The Opole Studies in Administration and Law, vol. 19, no. 3, 2021, Opole University Press.