Success in a corporate dispute concerning a claim under Article 189 of the Code of Civil Procedure

An action brought under Article 189 of the Code of Civil Procedure may not be used to circumvent the provisions of the Commercial Companies Code.

On February 26, 2026, Aleksandra Kieliszek and Prof. Michał Romanowski secured a favorable ruling in a corporate dispute before the Court of Appeals, representing the defendant.

The Court of Appeals dismissed the plaintiff’s appeal, in which she sought a declaration that the resolutions of the corporation were null and void pursuant to Article 189 of the Code of Civil Procedure (following the dismissal of her claim in its entirety by the court of first instance).

The Court of Appeals fully concurred with the arguments we raised in the case. In its oral reasoning, the Court of Appeals emphasized that an action to declare the invalidity of resolutions (Article 189 of the Code of Civil Procedure) is of an exceptional nature and cannot be used to circumvent the procedures for challenging them under the Commercial Companies Code. Consequently, the Court of Appeals pointed out that the plaintiff lacked standing to bring such an action and deemed the legal interest she invoked to be purely potential and hypothetical. This is because the plaintiff was a partner of a partner in the company where the contested resolutions were adopted, and thus formally a third party with respect to the company.

Additionally, the Court of Appeals confirmed that the power of attorney to represent the company’s partner at the general meeting, which the plaintiff had challenged, was valid (granted in accordance with the rules of representation as of the date of signing). The Court of Appeals also noted that in the case of allegations concerning a power of attorney (which may affect the quorum)—in accordance with established case law—the appropriate remedy is an action to declare the resolution invalid, rather than an action to declare it non-existent.