Abstract

The articles of association (statute) of a company do not have to specify the duration of the term of office of a management board member. Such a requirement is not introduced by any of the provisions of the Commercial Companies Code. When amending the articles of association (statute) of the company the shareholders may decide to introduce provisions concerning the term of office or modify them in such a way so that it will be shortened or extended. In such a case, a doubt arises as to whether the newly binding provisions of the company’s articles should be applied to the incumbent members of the management board, or the previous ones that were in force on the date of appointment. In the article the author presents the views of the doctrine and jurisprudence on this matter. Next, he presents his own standpoint together with the arguments which justify application to the incumbent members of the management board of the company’s articles of association (statute) in the previous wording (in force on the date of appointment).