Complete the cooperation with the manager with the rights of hybrids: 1) the procurator and 2) the contract of employment as a director

Very often, the management of capital companies in Poland daily is living abroad. Thus, the problem of day-to-day management of the company and the operation of the company in relation to third parties arises.

Proxy gives the opportunity to sign documents for the Company

In such cases, a proxy is appointed to act as a company to act as a company in the current affairs of its business. Proxies with the same effect as the management can successfully carry out legal transactions on their own behalf. The proxy is a special type of power of attorney, governed by the specific provisions of the Polish Civil Code (1091, and next). Therefore, prosecutors need to act in the company an additional legal relationship, the so-called. Basic relationship, eg manager contract, contract of employment, contract of engagement.

To manage the Company, the proxy needs an additional employment contract

The basic contract for proxy is the contract of employment concluded with the company. Typically, the procurator in his employment contract has his managerial position indicated (eg the post of director). In short, it is a position that provides him with a “personnel tool” for the management of the company, including in addition the strengthened ability to act as a company by proxy. In such cases, the proxy is from the perspective of legal relationships with the company employing not from the perspective of corporate law but from the perspective of the Labour Code.

Completion of cooperation with the manager – two procedures

If Company (former employer) is intend to part with manager it is necessary to have two separate decision-making procedures. On the one hand it will be the end of the proxy. On the other hand – termination of employment. Both procedures are independent. Revocation of a proxy does not entail the termination of employment. On the other hand, dismissal (with notice) will not affect the completion of the proxy filed with the Polish registry court that is relevant to the company.

Completion of the proxy

Completing the proxy relationship, it is necessary to draw up an appropriate statement from the company’s board of directors about the dismissal of the proxy. Usually, even in the case of multi-person board, decision of one member of the board is enough. The application will find a standard solution used in Polish Ltd. companies, which optionally foresees Article 208. § 1 and 7 [Rights of members of the board] of the Polish Commercial Companies Code. Pursuant to § 1 of the aforementioned provision, if the management of the company is multi-person and the company agreement does not stipulate otherwise, the provisions of § 2-8 shall apply to the mutual relations of the members of the management board. In turn, according to § 7 of this provision, the appeal may be dismissed by any member of the board.

The statement made on behalf of the company’s board of directors should be served in writing and, if there are no additional objections in the statement of another effective date of the appeal, the prosecutor shall have legal effect upon delivery of the statement to the procurator. Removal of the proxy from the court register of the National Court Register has a so-called. Declarative character, ie it only states post factum that such a legal act had already occurred earlier.

Termination of employment

It is a separate issue to terminate the employment relationship as a manager. The most common form of termination of employment in practice is to terminate the contract by agreement of the parties. However, in the event of a conflict, the company as a former employer remains solely unilaterally with a reasonable notice period, rounded off to full months. Of course, this does not apply to cases subject to disciplinary dismissal. It is worth pointing out that although the dismissal made by the employer, due to the obligation to indicate an objective justified reason for terminating work without the employee’s consent, is subject to the risk of the dismissal process being unsuccessful, the mere fact of liquidation of the managerial position, The company is in principle recognized by the Polish labour market inspection authorities as a legitimate reason justifying termination of the employment relationship by the company as an employer.

According to Art. 44. The Labour Code, an employee may appeal against the termination of a labour contract to a labour court, and if the court finds that termination of an indefinite employment contract is unreasonable or violates the provisions on dismissal, the labour court shall, Employee – decides not to work, and if the contract has already been terminated – to reinstate the employee to work under previous conditions or compensation (Article 45 § 1 of the Labour Code).

In conclusion, the completion of co-operation with the manager – a proxy in a Polish capital company is a two-pronged operation. On the one hand, the attorney’s attitude should be extinguished and thus the new corporate rules of representation of the company should be adjusted. On the other hand, the employment relationship with the manager must be terminated in the procedure provided for by the provisions of the Polish Labour Code, the duration of which and the procedural risk, including compensation for wrongful dismissal, are dependent on the individual case.