Shareholders' resolution appointing a management board member (Poland)

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A resolution of the shareholders' meeting of a Polish limited company appointing a management board member: the person's details and PESEL, the role, the term, the effective date, the secret ballot and its result, and the chair's and minute-taker's signatures. It notes that the change is filed with the KRS within 7 days together with the appointee's consent and address for service — the statement for that is a separate document in the catalogue.

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Common questions

Who appoints a management board member of a Polish limited company?

The shareholders, by resolution, unless the articles say otherwise — they may, for instance, give that right to a supervisory board or a named shareholder (art. 201 § 4 of the Commercial Companies Code). At a meeting, elections are by secret ballot (art. 247 § 2), and without a meeting the resolution can be adopted in writing if all shareholders agree to the decision or to a written vote (art. 227 § 2).

When must a new management board member be filed with the KRS?

Within 7 days of the appointment (art. 22 of the National Court Register Act), electronically through the Court Registers Portal. The resolution is attached with the appointee's consent and address for service, unless the appointee signs the application or the consent appears in the minutes. The member holds office from the appointment — the entry only makes the change public.

Who cannot be a management board member of a Polish company?

Someone without full legal capacity, and anyone finally convicted of the offences listed in art. 18 § 2 of the Commercial Companies Code — including offences against the reliability of documents, property and economic trading — as a rule for 5 years from the judgment becoming final, but not less than 3 years after the sentence has been served (art. 18 § 3). The registry court checks the National Criminal Register itself, and a barred person is removed from the register.