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Odpowiedzialność członków rady nadzorczej spółki akcyjnej za prawidłowość sprawozdań finansowych spółki

Alternative title:

Responsibility of members of te supervisory board of a joint-stock company for the correctness of the company's financial statements


Krześniak, Eligiusz Jerzy

Subject and Keywords:

Polish Code of Commercial Partnerships and Companies   Accounting Act   annual accounts   supervisory board   joint and several liability   auditors   pro-EU interpretation


Directive 2006/46/EC aims to clamp down on the manipulation of data contained in the annual accounts. While this regulation was implemented in Polish law, no account was taken of the need to adapt it to the Polish regulations already in force that arise under the Polish Code of Commercial Partnerships and Companies. Some of the provisions of the Directive were transposed into Polish law according to the “cut + paste” formula, failing to take into consideration the specificity of the Directive and the Directive as a whole. Consequently, the interpretation of relevant national provi sions may potentially lead to the conclusion that members of the supervisory board of a joint-stock company are to be held jointly and severally liable together with the manager of the company for ensuring that the content of the annual accounts accurately reflect the reality. In the author’s opinion, such a conclusion would be too far-reaching. The analysis shows that as it concerns the scope and principles of liability of members of supervisory boards related to the annual accounts, there are arguments for adopting a less restrictive than solely literal interpretation of Article 4a of the Accounting Act. As a result, in the author’s view, it is impossible to attribute responsibility to a member of the supervisory board of a joint-stock company for errors or misstatements in the annual accounts as long as he exercised due care and diligence in performing his duties and in particular assured (together with other members of the board) that the process of drafting and publication of the annual accounts proceeded smoothly and was carried out properly

Place of publishing:



Wydawnictwo Uniwersytetu Wrocławskiego


Frąckowiak, Józef. Red.

Date issued:


Date copyrighted:


Resource Type:


Detailed Type:

czasopismo online


ISSN 0137-1134




PAd P 101660 II


pol   eng


Acta Universitatis Wratislaviensis. Przegląd Prawa i Administracji, ISSN 0137-1134. T. 112 (2018), s. 103-116

Is version of:

Czasopisma Naukowe w Sieci (CNS)

Access rights:

The use of this material is allowed only with accordance of applicable rules of fair use or other exceptions provided by law, and any broader use requires the permission of the authorized entity


Making materials available on the basis of the agreement with the owner of the property copyrights

Rights holder:

Copyright by Eligiusz Jerzy Krześniak


WR U/PAdjm