Abstract

Contrary to the provisions of the Civil Code concerning ordinary management of a thing owned in common (Art. 199 and 203 of the Civil Code), the Commercial Companies Code does not comprise any specific regulations concerning appointment of a common representative in case it is impossible to arrive at a consensus by persons jointly entitled under shares (stocks). Therefore, a question arises whether and to what extent a compulsory administrator (appointed pursuant to Art. 203 of the Civil Code) of shares (stocks) owned in common should be treated as a common representative within the meaning of Art. 184, Art. 333 § 2 and Art. 333 § 3 of the Commercial Companies Code).

Given that the purview of a common representative referred to in Art. 184 and 333 § 2 of the Commercial Companies Code includes all acts related to the exercise of rights under shares (stocks) in the company, including, in particular, the acts which exceed the scope of ordinary management of shares (stocks), an administrator appointed by the court pursuant to Art. 203 of the Civil Code cannot be treated as a common representative within the meaning of Art. 184, Art. 333 § 2 and Art. 333 § 3 of the Commercial Companies Code. Even the appropriate application of Art. 203 of the Civil Code to jointly owned shares (stocks) shall in no way allow for extending its scope and for claiming that an administrator appointed in the above procedure is authorised to perform single-handedly any acts in the company, including the acts which exceed ordinary management, therefore excluding the application of Art. 199 of the Civil Code and Art. 935 § 3 in conjunction with Art. 615 of the Code of Civil Procedure to jointly owned shares (stocks).