Abstract

The Act of 9 November 2018 amending certain acts in order to introduce simplifications for entrepreneurs in tax and commercial law introduced new contents in Art. 39 of the Civil Code. The current provision reads that in certain cases of defective representation of corporate entities it is possible to convalidate the incorrectly performed legal action. The above-mentioned change introduced a sanction of suspended ineffectiveness which becomes applicable when “a contracting party has no authority as a governing body of a corporate entity or has exceeded its scope” (Art. 39 § 1 of the Civil Code). When adopting the new solutions the legislator took into account the effects of creative jurisdiction in which for a long time - invoking the analogy of the alleged representative (Art. 103-104 KC) – the sanction on suspended ineffectiveness had been applied in numerous cases relating to defective representation of corporate entities. The authors present fundamental elements of the new regulation, at the same time making its assessment, and then attempt to determine what is the real scope of application of amended Art. 39 of the Civil Code. Special doubts are aroused by the possibility to apply this provision to legal actions which have been performed without meeting the requirements concerning joint representation of corporate entities.