Executive Board

A Polish Joint Stock Company (“JSC”) is legally represented by its Executive Board (“EB”). The EB members are entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, they run the business of the Company by making all management decisions. However, the provisions of the Polish Commercial Companies Code, the Articles of Association (“AoA”), the Bylaws, the SB Resolutions and/or the Shareholders’ Resolutions may impose certain restrictions on EB members.

Division of Duties: The EB members are entitled to individually or jointly represent the Company (as per the respective provisions of the AoA). Such power of representation cannot be limited vis-à-vis third parties. If the EB consists of one EB member only, the EB member represents the Company individually. [...] In case of EB comprises several members, the AoA may provide for single power of representation by each (or just some) EB members or a joint power of representation by 2 EB members acting jointly or one EB member acting together with a commercial proxy (in Polish: “Prokurent”). Internally, EB member are responsible for the day-to day management, unless the AoA provides otherwise. The EB is entitled to issue its own Bylaws regulating in details the internal operation of the EB, unless the AoA assign this right to the SB or the General Meeting (“GM”).

Composition: The EB must have at least one EB member (with no applicable maximum unless otherwise determined in the AoA). All EB members must be physical persons with full legal capacity and not convicted for crimes specifically indicated in the Polish Commercial Companies Code.

Appointment/Dismissal Competence: EB members are generally appointed by way of a SB Resolution, unless AoA states otherwise. The AoA may provide that the EB members may be appointed by way of Shareholders Resolution or may provide for nomination rights of certain Shareholders. Dismissal of EB members may be achieved through a SB Resolutions or Shareholders’ Resolution (absolute majority of votes, unless AoA states otherwise). EB members nominated by individual Shareholders may also be dismissed by such Shareholders in their sole discretion. Generally, no minimum term applies to the EB members, but their term of office cannot exceed the period of 5 years. A reappointment for another term cannot occur earlier than one year before the end of the current term of office of the EB member. Nonetheless, if the AoA does not provide any specific term of office of EB members, the mandate of the EB member shall expire at the latest on the date of the GM which approves the financial report for the last full financial year of service as an EB member.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Poland on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with WKB Wiercinski, Kwiecinski, Baehr before actually changing any board members in Poland.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of SB Meeting.

Convening notice.

Yes, usually to be signed by the Chairman of the SB.

To be determined by the Chairman of the SB (no maximum or minimum applies).

No.

No.

Yes, if all SB members concur.

The Chairman must convene the SB Meeting within 2 weeks of receipt of a request of an EB member or an SB member.

2

SB Meeting.

Minutes of the SB Meeting.

Yes, to be signed by the all SB members present.

At the date as stipulated in the convening notice, unless waived, cf. Step 1).

Yes.

No.

No, and a physical meeting is always required.

3

Filing of application with the National Court Register.

(i) Application in written form (special forms to be completed);

(ii)  Minutes of the GM;

(iii) Written consent from the new EB members, along with their addresses for service in the territory of EU (alternatively Polish addresses of their attorneys appointed for the purposes of service);

(iv)  List of entities entitled to appoint the EB members (if such a list has not yet been submitted to the registry court).

Yes, application form to be signed by the EB members in required number (i.e. joint or individual signature) and consent to be signed by the new EB members.

Filing within 7 calendar days of the SB Meeting.

Yes.

No.

No.

Documents in foreign language need to be accompanied by a certified translation into Polish.

1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
0-7 days

0-7 days*

*The need for a physical meeting may take additional time.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of SB Meeting.

Convening notice.

Yes, usually to be signed by the Chairman of the SB.

To be determined by the Chairman of the SB (no maximum or minimum applies).

No.

No.

Yes, if all SB members concur.

The Chairman must convene the SB Meeting within 2 weeks of receipt of a request of an EB member or an SB member.

2

SB Meeting.

Minutes of the SB Meeting.

Yes, to be signed by all present SB members.

At the date as stipulated in the convening notice unless waived, cf. Step 1).

Yes.

No.

No, and a physical meeting is always required.

3

Filing of application with the National Court Register.

(i) Application in written form (special forms to be completed);

(ii)  Minutes of the GM;

(iii)  List of entities entitled to appoint the EB members (if such a list has not yet been submitted to the registry court).

Yes, application form to be signed by the EB members in required number (i.e. joint or individual signature).

Filing within 7 calendar days of the SB Meeting.

Yes.

No.

No.

Documents in foreign language need to be accompanied by a certified translation into Polish.

1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
0-7 days

0-7 days*

*The need for a physical meeting may take additional time.

Fee quote

WKB Wiercinski, Kwiecinski, Baehr has provided all input about changing board members in Poland [...]

WKB is a leading Polish independent law firm advising both domestic and international clients across all areas of business law. A strong team of solution-oriented lawyers advise clients on the most complex transactions and cases, helping them achieve their goals in a rapidly changing world. The high level of services is reflected in numerous recommendations and recognition received consistently by both WKB as a firm and its individual lawyers from renowned national and international legal directories.

For more information about WKB Wierciński, Kwieciński, Baehr and changing board members in Poland, please use the below contacts:

TEL: +48 22 201 00 00
EMAIL: anna.wojciechowska@wkb.pl
WEB: www.wkb.pl/en/main