Abstract

Th e loss of a management board member status (expiration of the term of offi ce) is possible, among other things, as a result of handing in a notice of resignation. Th e controversies and disputes – both doctrinal and practical – are aroused by who should such notice be addressed to. In our opinion the addressees of a notice of resignation are indicated by Art. 205 § 2 or Art. 373 § 2 and Art. 2 of the Commercial Companies Code in connection with Art. 95–96 of the Civil Code, which means that a relevant notice should be submitted to another board member, a commercial proxy or a duly authorized representative. Also the delivery of the relevant notice to the company, which in that case should ensure its appropriate distribution, should be considered as suffi cient (the term of offi ce expires upon delivery of the notice to the company, e.g. the incoming correspondence offi ce. Th e antidote to so-called “paralyzing resignations” may be off ered by Art. 5 of the Civil Code in connection with Art. 2 of the Commercial Companies Code, which is an additional argument against the so-called “mirror principle”.