Duties of the Chairman / President of the Management Board in a Limited Liability Company

Publication date: April 25, 2024

Competences of the President in managing the company’s affairs

The management board is an integral element of a Polish limited liability company. It is appointed by the company’s shareholders. The management board appoints its president, who heads it. This involves the president having many responsibilities that he must fulfill.

The president, as a member of the management board, has two functions in taking up matters, because he can take them up himself or he is the executive tool of the shareholders. The president, as a member of the management board, has the right to manage the company’s affairs. This applies to both judicial and extrajudicial matters. Article 208 § 3 of the Polish Commercial Companies Code allows the president to conduct matters not exceeding the scope of ordinary company activities, without a prior resolution of the management board. Activities of ordinary management may refer to internal and external affairs of the company. When deciding which activity exceeds the scope of ordinary activities, consideration should be given to circumstances such as the size and nature of the activity. In short, it is the amount of the company’s available financial resources. In proportion to the activity performed and the company’s budget, it can be concluded whether a given activity exceeds this scope. Of course, the company agreement (articles of association) may specify what activities fall under the ordinary management of the company. Therefore, decision weight is an abstract concept and depends on the conditions of a given entity. All decisions made should be rational, accompanied by documents justifying the decision.


Remote Voting in Capital Companies – Limited Liability Company and Joint Stock Company

Publication date: April 25, 2024

Decision-making methods in collective bodies of limited liability companies and joint-stock companies.

Limited liability company

The shareholders’ meeting, the audit committee, the management board and the supervisory board are the collective bodies of a limited liability company. The Polish Commercial Companies Code introduces many regulations that allow the use of means of direct distance communication in order to improve the voting process in capital companies. Means of electronic communication are technical solutions, including ICT devices and software tools cooperating with them, enabling individual communication at a distance using data transmission between ICT systems.


NANDO – a key base for compliant trade in the EU on the example of the segment of medical devices

Publication date: April 25, 2024

The NANDO (New Approach Notified and Designated Organizations) database is an indispensable tool for every sponsor or investor who wants to legally introduce their products to the European Union market.

NANDO constitutes a list of notified bodies authorized to issue documents confirming compliance with EU regulations. Notified unit is an organization appointed by EU Member State (or other countries under specific agreements) to assess the compliance of certain products with the regulations before placing them on the market. As the name NANDO suggests, it refers to all organizations in the European Union notified and designated by the European Union under the political concept called “New Approach” and “New Approach Framework”. This covers a wide range of products, including toys, personal protective equipment and diagnostic devices.


Participation in INSOL SPG OPEN CALL

Publication date: April 25, 2024

KIEŁTYKA GŁADKOWSKI lawyers from the Polish jurisdiction took part in the inaugural meeting of INSOL SPG. INSOL is an international legal organization associating lawyers and accounting and financial advisors specializing in bankruptcy and restructuring matters, especially those with a cross-border element. KIELTYKA GLADKOWSKI lawyers are members of INSOL INTERNATIONAL. During the meeting, comparative issues of debt collection in individual jurisdictions and the need to regularly inform colleagues about legislative changes, including corporate and consumer bankruptcy, were discussed.

The subject of the meeting was to prepare practical issues for the annual conference in San Diego (USA) from May 22 to 24, 2024 and the possibility of publishing case content on the INSOL newsletter.


Digital asymmetry. Google’s self-preference assessed by the Court. Polish Ceneo wins over Google. The case concerned favoring one’s own comparison site

Publication date: April 19, 2024

Upon the application of Ceneo, the Polish Regional Court in Warsaw banned the Google search engine from favoring its own price comparison website in search results.

The court’s decision applies to the results displayed to users of the Google search engine in Poland. It was issued as security for Ceneo’s claims to refrain from acts of unfair competition before filing a lawsuit against Google.

Ceneo – a comparison website owned by the Allegro Group, the owner of the e-commerce platform – in its application for granting interim security measure (reference number of the case: XXII GWO 24/24) pointed to four types of Google practices that limit their access to the market. The first is favoring one’s own comparison website (Google Shopping) at the expense of competing services (so-called self-preference), done through the way search results are presented. The second – redirecting traffic to Google Shopping at the expense of Ceneo, and the third – hindering access to the Polish comparison website by deleting search results leading to it.