The beginning of the period for filing a lawsuit by an entitled person for determining the invalidity of a resolution of the shareholders’ meeting – commentary on the judgment of the Supreme Court of 28 May 2015, III CSK 283/14

Abstract

The issue to which the commented judgment refers concerns the issue of determining the initial deadline for the creditor to file a lawsuit – based on art. 910(2) of the Code of Civil Procedure – for determining the invalidity of a resolution (art. 252 § 3 of the Commercial Companies Code). In this matter, the Supreme Court assumed that when determining this moment, the regulation contained in art. 15 sec. 1 of the Act of 20 August 1997 on the National Court Register should be taken into account, from which it follows that from the date of announcement of the entry, no one can plead ignorance of it. This position cannot be disagreed with, taking into account arguments of a grammatical, systemic and functional nature. Contrary to the Supreme Court’s claim – the six-month deadline for filing a lawsuit indicated in art. 252 § 3 of the Commercial Companies Code – runs from the date of receipt of information about the resolution, and not from the moment when it became possible.