The non-quorum board in a limited liability company


This article presents the issue of a “non-quorum” board in a limited liability
company. The discussed commercial law institution was not regulated by the Commercial
Companies Code, but was developed by a doctrine. In this article, the author presents typical
aspects of the functioning of the management board – company representation and the
management of company affairs by the “non-quorum” board. The author analyzes various
positions in the doctrine and judicial decisions and endeavours to prove that in order to
perform important legal activities in the external and internal sphere of relations in a limited
liability company, the right number of board members is important, not the existence of
the board itself. In the final part of the work, the author analyzes the role of a probation
officer in the company in terms of his powers related to managing the company’s affairs
and representing it.


non-quorum board, representatives of company, managing company’s affairs, limited liability company

Published : 2021-11-18

Kawalec, G. (2021). The non-quorum board in a limited liability company. The Opole Studies in Administration and Law, 19(3), 43-59. Retrieved from

Grzegorz Adam Kawalec
Uniwersytet Opolski  Poland

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