We often enter into contracts with companies represented by their management board presidents or members. More careful counterparties check the company's KRS entry and the board's authority to act. Yet even with the utmost diligence, the person acting for the company may turn out to be unlawfully presenting themselves as a board member.
Article 18 § 2 KSH prohibits persons convicted of specified offences by a final judgment from holding the positions it lists. The list includes offences under the Criminal Code and KSH and must be checked against the legislation in force. A KRS entry does not replace verification of the statutory requirements for holding office.
Breaching a statutory disqualification may materially affect the composition of the governing body and company representation. It does not, however, mean that every decision or contract is automatically ineffective. The mandate, conviction date, representation arrangements, type of act and rules protecting parties to transactions require separate examination. The historical Supreme Court judgment of 10 January 2008, IV CSK 356/07, cannot replace analysis of the particular transaction.
Under Article 18 § 3 KSH, the disqualification ends five years after the judgment becomes final, unless the conviction is expunged earlier. The original article cited an outdated additional period running from completion of the sentence.
More on serving as management board president or member:
