Abstract

This article discusses practical controversies concerning the conclusion by a shareholding company of a credit agreement, a loan agreement, a surety agreement or another similar agreement with a member of the management board, supervisory board, audit committee, a holder of commercial proxy or a liquidator or for any such person. The main source of doubts is the application in Art. 15 § 1 of the Commercial Companies Code of the criterion referring to the conclusion of an agreement similar to a credit agreement, a loan agreement or a surety agreement. Additionally, it is unclear what type of a situation refers to the conclusion of such an agreement for a company’s officer. Recently, the Supreme Court has clarified how the analysed regulation should be understood stating that in this case a company’s interest must prevail. However, the functional approach adopted by the Supreme Court is still dubitable taking into account strictly applied linguistic interpretation of Art. 15 § 1 of the Commercial Companies Code.