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Joint irregular proxy is unlawful

Dear All !

I would like to kindly inform You that according to the resolution of the Supreme Court dated on 30.01.2015 (file no. III CZP 34/14) entry in the register of entrepreneurs of the National Court Register proxy with the provision, that he is entitled to act only jointly with the other member of the management board (joint irregular proxy) is inadmissible.

Supreme Court in the currently published statement of the reasons of the resolution stated that:

  • there is no longer possibility to entry in the register of entrepreneurs of the National Court Register proxy with the provision, that he is entitled to act only jointly with the other member of the management board;
  • registration courts should, acting on the basis of the provisions of the art. 12 paragraph. 3 of the National Court Register Act, ex officio remove this proxies entered with such specified way of exercising proxy;
  • due to the security of the legal transaction, resolution of the Supreme Court takes legal effects only for future, as a result actions executed by this proxies in the past shell retain in full force and effects.

Considering the above, we suggest to verify the rules of the activity of the proxies appointed in Your Companies. In respect to the proxies acting on the basis of the joint irregular proxy, we suggest to take all the necessary actions, aiming to adopt the rules of the execution of the proxy to the rules specified in the abovementioned resolution. These actions should be taken immediately, in order to ensure the effectiveness of the actions taken by the proxies in the name and on behalf of the Company.

In case of any questions, or comments please feel free to contact us.