Special Representatives of Companies in Disputes with the Company

Abstract

The study provides an analysis of the status of representatives in disputes with the company and, consequently, of the rules of representation in those disputes. The research problem addressed herein is based on the analysis of Article 210 § 1 and Article 253 of the Polish Code of Commercial Partnerships and Companies (CCPC). These rules govern issues related to the occurrence of disputes with the company and, in particular, the problem of the participation of the company’s representatives in those disputes. It should be clear that power of attorney plays a special role in the regulation of the Code of Commercial Partnerships and Companies. It is also widely applicable not only in the classic representation of entities or persons within the company, but also of the company itself. A representative is granted a special status due to the transactions in which he participates. One should also keep in mind the situations where a representative represents the company in classical activities besides Articles 210 or 253 CCPC. In that case, the representative’s authorisation is “activated” by the body usually having the power to do so (the management board) or by other representatives (statutory representatives or representatives appointed under a power of attorney, if the conditions laid down in Article 106 of the Polish Civil Code are met). Another situation is when they are appointed by a meeting of shareholders or partners (Articles 210 and 253 CCPC). Another feature of the special power of attorney is the use of it in disputes and not in legal transactions. It can therefore be concluded that the use of the word “representative” in the context of the provisions of the Polish Code of Commercial Partnerships and Companies may be of particular importance.