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Dr Aleksandra Sikorska-Lewandowska
ORCID: 0000-0002-3234-2502

Doctor of law, assistant professor at the Department of Commercial Law, Maritime Law and Civil Procedure at the Faculty of Law and Administration of the Nicolaus Copernicus University in Toruń, legal advisor.

 
DOI: 10.33226/0137-5490.2024.2.5
JEL: K20, K22, K41

The Code of Commercial Companies provides for two means of appealing against defective resolutions adopted by shareholders' meetings (general meetings of shareholders) of capital companies, namely an action to repeal a resolution or an action to declare it invalid. The provisions contain a catalogue of entities authorised to bring these actions, which was considered a closed catalogue. However, over time, through the jurisprudence of the Supreme Court and common courts, and under the influence of the doctrine, this catalogue of entities has been expanded by assuming that the title to appear before the court is also vested in the creditor of a shareholder whose shares have been seized in enforcement proceedings, the pledgee and the usufructuary of shares (stocks), and the receiver exercising the powers resulting from the bankrupt's participation in a limited liability company. It should be assumed that there is a need to amend the provisions of the Commercial Companies Code in this respect and to define clearly which entities have the right to bring actions against defective resolutions of shareholders' meetings (general meetings of shareholders) in capital companies.

Keywords: challenging resolutions; standing; resolutions of meetings of capital companies; capital companies