Journal of Business Law 04/2025

Introduced in 2009, Article 399 § 3 of the Commercial Companies Code empowers shareholders representing at least half of the share capital or at least half of the total votes in the company to independently convene an extraordinary general meeting. In a corporate conflict situation, this provision may constitute a serious instrument in the hands of investors struggling to acquire or restore control over the company as quickly as possible; however, it has not yet been analysed in detail or interpreted consistently. Doubts concern both: who is the subject of the referred competence and the prerequisites for exercising it, including the crucial notion of representing "half of the total of votes". This article, which strives for a functional, adaptive interpretation of these prerequisites, is intended as a contribution to the further discussion on this topic.

This paper presents the results of research on the legal nature of the monetary sum (redress mechanism) that an administrative court may impose on a public administration authority upon finding that the authority has remained inactive or has unduly prolonged administrative proceedings. The analysis focuses on the issue of administrative inaction, the scope of judicial review in such cases, and the legal instruments available to the courts in proceedings concerning complaints about inaction – namely, orders to issue an act, fines imposed on the authority, and monetary sums awarded to the complainant. Particular attention is devoted to the purpose, fairness, and justification of awarding such a sum to the complainant as a legal measure serving a quasi-punitive function. The authors also emphasize the informative and educational role of the courts in evaluating compliance with the principle of promptness in administrative proceedings, as well as in clarifying the essential difference between the completion and the conduct of administrative matters. Finally, the paper discusses the conditions and principles governing the court's determination and adjustment of the monetary sum, along with the possibility for the parties to challenge the amount awarded.

The death of a sole proprietor is an event that causes a number of consequences. One of them is the possibility of declaring bankruptcy of such an entity, unless a year has passed since his death. The regulations of the bankruptcy law are intended to help creditors assert claims against the deceased, and they also provide the possibility of settling inheritance debts through general execution. The purpose of this article is to present some of the most significant peculiarities of the proceedings and bankruptcy declared after the death of the entrepreneur, affecting the security of trade and the efficiency of bankruptcy law.

One of the key factors affecting the taxation of economic transactions with value-added tax (VAT) is the place of supply of these activities. In the case of services provided to a taxable person, the place of supply is, as a rule, the place of the recipient's establishment. However, if the services are provided to a fixed establishment of the recipient, then this fixed establishment is considered the place of supply. Determining whether the recipient has a fixed establishment in the country of the service provider can present significant challenges. In particular, the question arises whether the resources of the service provider itself can create a fixed establishment for its recipient. The author of this paper addresses this issue in the context of the CJEU's case law.

A capital company has judicial capacity and procedural capacity, which means that it can act as a party in civil proceedings, including enforcement proceedings. A capital company as a legal entity acts through its organs. The body authorized to represent the company also acts for the company in enforcement proceedings. The purpose of this study is to show the principles of representation of capital companies in enforcement proceedings, with particular attention to possible differences arising from the specifics of these proceedings. In the course of the research, such issues were analysed as: the manner of representation of the company by the management board or board of directors, including the consequences of the non-simultaneous action of the hubs of the body obliged to act jointly and the action of a cadre body, the representation of the company by a body other than the management board or board of directors in a dispute with a member of the management board or a director, as well as the consequences of the performance of a legal act and an act in enforcement proceedings by a person acting as a body, but without authority or acting beyond its scope. After conducting the research, the conclusion was reached that the specifics of enforcement proceedings do not fundamentally affect the rules of representation of a capital company by bodies. Differences are revealed, however, with regard to the consequences of acting for the company by a so-called false authority, as the provisions of the National Court Register Law providing for the protection of third parties acting in confidence in the content of the entry in the register will not apply to the authorities conducting enforcement proceedings.

Running a business involves many formal and organisational issues and challenges. Entrepreneurs are confronted with public administration at practically every stage of their business activity – from its initiation through its active execution and to its termination. One of the basic guarantee values of doing business is legal stability – both of the legal environment and of future and current administrative- legal relations. The legislator should therefore, guided by the above value, construct provisions ensuring the possibility of such stabilisation of relations. While the legislator has developed a basic mechanism securing entrepreneurs in the form of individual interpretations, the scope of this interpretation is limited to the clarification of the scope and manner of application of regulations from which the entrepreneur's obligation to pay public levies or social or health insurance contributions arises. The article will address the subject of the entrepreneur's right to information, and in this respect the authors will determine whether the legislator, apart from the individual interpretation, has equipped entrepreneurs with another institution that guarantees their right to information. Thus, the principle of providing information to the entrepreneur will be described and attention will be paid to the principle of loyalty, which prescribes the building of trust of entrepreneurs in the state and the prohibition of a different interpretation of the regulations than the one presented to the entrepreneur in the written information.

The paper contains a partially critical commentary on a ruling issued by a provincial administrative court. In the commented ruling, the court decided whether the heir of a limited partner who entered the partnership in his place, as one of the two heirs of the deceased partner, and then sold all the rights and obligations of a partner to another partner while being obliged to repay the other heir, is entitled to include in the tax-deductible expenses of the sale of all the rights and obligations the value of the "repayment" of the heir not entering the partnership. In this paper, the author does not take a position on the tax problem, but focuses on the civil right aspects of the ruling in an attempt to describe, in particular, the existence and nature of the connection between the sale price of all rights and obligations and the obligation to "repay" the heir of the non-joining partner.