Minutes of management board meeting in amended CCC

Amendment of the Commercial Companies Code has been in force for two years. One of the significant changes adopted in 2022, is regulating the issue of making records of management board resolutions in capital companies.

Resolution of management board is required in the event that a matter to be dealt with exceeds the scope of live management, or a matter does not exceed the scope of live management but a management board member is against dealing with it, or adopting of a resolution arises from the company’s articles of association.

Management Board resolutions – key principles

Articles 376 and 208¹ of the Commercial Companies Code, relating to joint stock companies and limited liability companies respectively, are identically worded, but for the latter group preparing formal records of MB resolutions is a new obligation.

The guiding principles are as follows:

• Resolutions of management board are recorded, regardless of the manner of their adopting.  

Management board members can vote:

• personally, during a meeting,
• by circular (written) voting,
• with the use of electronic means of remote communication,
• in writing through another management board member.

Member of management board is not allowed to vote on resolutions through a proxy.  

• Protocol requires written form. Minimal amount of information included in a protocol covers:
• the agenda,
• names and surnames of all management board members present at a meeting,
• number of votes cast for particular resolutions,
• dissenting  opinion of a management board member with possible justification.

• Protocol must be signed by at least one member of the management board who heads the meeting or orders a vote. Thanks to such a solution, the protocol can be signed properly, even if the management board members take part in the meeting from various locations.

It often happens, that a protocol is signed by all management board members present at the meeting. Although this is not obligatory in the light of the Commercial Companies Code, it may be of meaning for evidence purposes. Such a requirement can be introduced in the articles of association or  the rules of procedure of the board.

Lack of any element required by the CCC does not result in invalidity of the management board resolutions. Still, a protocol should be prepared with due diligence, because it can serve as evidence or source of information e.g. for the supervisory board.

Apart from the information indicated in the regulations, some other items can be covered by a protocol, e.g. name and surname of the chairperson, list of attachments, presence of persons not being members of management board, and the purpose of their presence, matters discussed additionally, on which any resolutions have not been adopted.  

The Commercial Companies Code regulates the practice of recording MB resolutions in the companies with multi-person board of directors. The sole management board member should act in this regard in line with the company’s articles of association or the rules of procedure. Wherever these documents require recording of adopted resolutions – a relevant statement should be prepared in writing. Otherwise, the decision lies with the sole management board member.  Sometimes it is necessary to call a meeting, if other persons, not being management board members are going to participate.

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Author: Małgorzata Gutorska, Senior Company Law Specialist, TGC Corporate Lawyers