Abstract

The competence to run company’s business is the major responsibility of the management board of a joint-stock company. Both the Polish and the German legislator adopt the collective responsibility principle in exercising the above competence. However, this principle has exceptions and the responsibility to conduct company’s affairs may be divided among individual board members. The aim of this article is to present the optimum legal solution as regards the division of managerial powers in a joint-stock company. IThis article outlines the chief differences between the legal solutions concerning the division of managerial powers provided for in the Polish Commercial Companies Code and the German Aktiengesetz. The regulation of Art. 371 § 1 of the Polish Commercial Companies Code has been analyzed in depth.