For March, we have selected as TOP corporate case-law judgment (case no. 27 Cdo 1766/2023) a ruling concerning the delegation of the authority of managing directors to convene and organise general meetings.
In general, the company’s managing director performs his/her function personally and therefore may not delegate the performance of that function to a third party. In relation to the general meeting, this applies, for example, to the managing director’s decision to convene it, including the determination of the venue, date and time of the meeting and the content of its agenda. Such a decision can only be made personally and cannot be delegated to third parties.
However, third parties may be entrusted with the implementation of such a decision to convene the general meeting. Typically, with taking the steps following up on that decision, usually such as sending out invitations, arranging and organising the general meeting, etc.
This conclusion also similarly applies to the decision-making of the shareholders outside the general meeting (per rollam vote).
Although this judgment may seem more like a summary of the already known rules on the possibilities of representation of the managing director, we nonetheless consider this ruling to be significant for another reason as well. In respect of a limited liability company, it is to some extent questionable whether the managing director may mandate a third party to conduct the business of the general meeting until the election of its chair, as this possibility is not expressly provided for, unlike in the case of joint-stock companies. We are of the view that this ruling can be interpreted beyond its express wording as meaning that such delegation amounts to the implementation of a step following the decision to convene a general meeting (as it entails the organisation of the general meeting) and, therefore, such delegation may be permissible even in a limited liability company. However, we still have to wait for an explicit confirmation in the Supreme Court’s decision.
