Rola notariusza na zgromadzeniu spółki kapitałowej a sprzeczność uchwał tego zgromadzenia z prawem - uwagi de lege lata i de lege ferenda

The paper „The Role of a Notary at Company Meetings and the Inconsistency of Resolutions with the Law - A Study of Existing Legislation and Possible Future Amendments” examines the various approaches that Polish notaries may adopt when addressing defects in resolutions passed by company shareholders. It emphasizes that, under the existing legislation, notaries cannot evade their active role as public officials responsible for overseeing the conformity of resolutions with the law. However, the process of identifying potential non-conformities may not always be stra-ightforward, as it could involve complex legal interpretations or extensive fact-finding, tasks that cannot be performed ad hoc during the meeting. To address this issue, the author proposes a le-gislative change to alleviate the burden on notaries. The author suggests that notaries should not be tasked with conducting a comprehensive assessment of whether shareholders. resolutions conform to the law. Instead, their examination should focus on the most evident and severe vio-lations of the law that may occur during the resolution-passing process. To achieve this objec-tive, the proposed legislation would only deem the most severe infringements as grounds for the nullity of resolutions, in contrast to the current legislation, which considers all violations of legal norms as grounds for nullity.