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Derogation of Obligation to Attach the Original Power of Proxy to the Minutes Book

Derogation of Obligation to Attach the Original Power of Proxy to the Minutes Book

On March 1st, 2019, a small, but making operation of limited liability companies easier, change of the Polish Commercial Companies Code came into force. In the event of exercising by the shareholder the voting right on the shareholders meeting by a proxy, there is no longer the obligation to attach the original version of power of proxy to the minutes book.

Power of Proxy Only in Written Form

In order to participate by the shareholder in the general meeting and exercise the voting right by a proxy, the Commercial Companies Code requires a power of proxy in the written form, or else it shall be invalid (Article 243 of the Commercial Companies Code). In case of not fulfilling that requirement, the resolution, as contrary to the law, may be the subject of invalidity proceedings before the court.

Power of Proxy Copy to Minutes Book

Before the amendment of the Commercial Companies Code, after taking resolutions and closing the shareholders meeting, the original version of power of proxy had to be attached to the minutes book. Currently, attaching only its copy is sufficient – it results from the new wording of Article 243 § 2 of the Commercial Companies Code:

§ 2. The proxy shall be granted in writing, or else it shall be invalid, and its copy shall be attached to the minutes book.

Making Easier the Operation of Limited Liability Companies

The above change should be assessed positively. Despite, in the previous legal circumstances, not attaching the original version of power of proxy to the minutes book, did not cause the resolution invalidity, in theory, after every shareholders meeting, power of proxies had to be attached to the minutes book. It was quite uncomfortable and allowing to attach only a copy is a big facilitation, especially when power of proxy covers more than one shareholders meeting.

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