Abstract

A company is not an autonomous entity separated from its owners, who bear the economic risk of company’s business failure. Th e interest of the company should be perceived as a product of combined interests of its owners. Such a view is confi rmed by logic and business realities, which are seen and approved by the Supreme Court, even against doctrinal concepts.

Th e Polish legal system allows for a substantial freedom in shaping the competences of individual governing organs of limited companies. Proper understanding and interpreting of the Commercial Companies Code, including teleological interpretation, allows for building internal and external relations of a limited company in accordance with the business needs of its owners in a manner respecting the requirements of transparent and eff ective functioning of the company within the framework of applicable rules of law. A key role is in this respect played by a proper wording of company’s articles (deed).

One may get an impression that the doctrinal discussion concerning the nature of a limited company breaks away from the economic realities and business needs. Academic concepts become hard verifi ed by the reality, revealing their constructive or destructive eff ect on business.