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Mgr Marcin Walasiak
ORCID: 0000-0002-7615-4474

Mgr Marcin Walasiak

A third-year trainee attorney-at-law in the OIRP in Wrocław and a lawyer in one of the Wrocław law firms.

 
DOI: 10.33226/0137-5490.2022.7.6
JEL: K

The article deals with the issue of the right to appeal against the resolutions of the shareholders' meeting of a limited liability company in a situation which the shares are jointly owned (Article 184 of the Code of Commercial Companies). The author, after presenting views on the analyzed matter presented in the jurisprudence and doctrine, defends the thesis that only the joint representative is authorized to bring an action to set aside a resolution or to declare it invalid, and exceptions to this rule may be allowed only in two cases. The first of them, in a situation which an appeal against a resolution may be qualified as a conservative action within the meaning of Art. 209 of the Civil Code, and the second in the event of the resolution is burdened with such defects that justify considering it as non-existent.

Keywords: commonness of shares; the right to appeal against resolutions by co-owners of the share or shares; joint representative; conservative action; non-existent resolution