Abstract

Despite the fact that it leads to many legal and practical consequences, the issue of liability of board members of associations has not been subject to any greater interest of the doctrine. In the Law on Associations Act of 7 April 1989 –, the legislator did not expressly provide for the liability of board members corresponding to the regulation of Art. 299 § 2 of the Commercial Companies Code or Art. 58 of the Cooperative Law. As a result, the chief principles of liability of members of the management boards of legal persons, articulated under other leges speciales, remain insufficient with respect to specific and archaic solutions maintained in the Law on Associations notwithstanding its most extensive amendment in 26 years adopted in 2015. Meanwhile, the matter is largely connected with the protection of interests of third parties (creditors). This does not mean, however, that the field of interest in this respect is to be limited only to the statutory sphere. On the contrary, the new instruments (solutions) of such importance as the question of liability of board members should be aimed at the interpretation which would retain “structural purity” of legal persons as well as at the unification of the existing regulations. After all, the canon of a democratic state of law provides that the legislator should shape legal norms in such a way so that they clearly and precisely define the pattern of due behavior.

For the above reasons, this study attempts to provide a fuller, more comprehensive explanation of the complex structure of liability of board members an association and to improve the quality of law, which has been reflected in the presentation of the author’s position and the de lege ferenda postulates in this respect.