The role of the registry court by protecting corporate rights in Polish private limited companies

Abstract

The mechanism for protection of corporate rights in the Polish Commercial Companies Code was established to protect both the interests of the company and of the shareholder, therefore, the mechanism foresees a significant role for the civil or registry court. The active role of the registry court is necessary in corporate disputes concerning exercising of shareholders rights, such as calling a general meeting and putting items on the agenda, the right of the disposal of shares or the right of individual control. The role of the registry court is also to protect the company and its shareholders from abusive management by designating the audit firm to evaluate the company’s accounts and/or operations. Depending on the circumstances, the registry court may have to adjudicate on difficult issues, such us evaluating the primacy of the interest of the company or the interest of its shareholders, and to protect the company from the abuse of shareholder’s rights (corporate blackmail), or the abuse of power by management board members.