Abstract

The glossed judgment of 17 April 2019, II CSK 295/18, is one of a few judgments of the Supreme Court regarding the legal nature of a discharge (so-called acknowledgment of the fulfilment of duties) granted to a member of the management board by the shareholders’ meeting (Art 228 (1) of the Commercial Companies Code) and the impact of this institution on the liability of the supervisor for damage caused to the company in connection with the performance of management duties. The essence of the discharge has not been so far sufficiently explained either in the judicature or in jurisprudence. There is no doubt, however, that the resolution granting a discharge is an expression of approval for the entirety of the activities of a board member or liquidator known and disclosed to the shareholders in the financial year under consideration. However, the definition of the legal consequences of this acceptance or the lack thereof remains a peculiar oddity. De lege lata, the legislator as such does not help, as only enigmatic guidelines regarding this institution have been laid down in the Commercial Companies Code, contributing to diverse interpretations of the provisions.