The Supreme Court has ruled that the president or vice-president of a limited company or a joint stock company submits resignation to another board member or the company proxy.

Pursuant to Article 202 Sections 4–5 of the [Polish] Commercial Companies Code, in the case of a limited company (Article 369 Sections 5–6 of the [Polish] Commercial Companies Code) the capital company board member’s mandate expires as a result of resignation and resignation is submitted in accordance with the relevant provisions regulating the termination of a contract on specific work by the person accepting such work. Thus, the managers submit their resignation to the company. However, the provisions of law do not provide clearly who represents the company in such a situation if the articles of association are silent on this point.

– The Supreme Court has examined three theories, yet the one indicated has been most frequently applied in practice. It seems to be a rational solution - says Dr. Aleksandra Pokropek, attorney-at-law at FKA Furtek Komosa Aleksandrowicz.