Liability of the members of the management board under Article 299 of the Commercial Companies Code in the event of rejection of the bankruptcy petition in relation to the company under Article 13(1) and (2) of the Bankruptcy Law – commentary on the Judgment of the District Court in Legnica of 29 February 2024, VI GC 159/23

Abstract

The commented judgment of the District Court in Legnica concerns the liability of members of the management board of a limited liability company under Article 299 of the Act of 15 September 2000 – the Commercial Companies Code, in the context of the court’s rejection of the petition for the declaration of bankruptcy of the company, based on Article 13(1) and (2) of the Act of 28 February 2003 – the Bankruptcy Law. The author critically assesses the Court’s findings regarding the failure of the plaintiff to prove the existence of the conditions necessary for the liability of the management board members, such as the existence of the company’s debt during their term of office and the ineffectiveness of enforcement of this debt from the company. A similar evaluation applies to the identification of persons who bear responsibility under Article 299 of the Commercial Companies Code in the event of a penalty clause imposed by a creditor due to the termination of a contract between the creditor and the company, as well as in relation to the joint liability of the investor (the plaintiff) and the contractor (the limited liability company) for payment to subcontractors for works performed under Article 6471 of the Act of 23 April 1964 – the Civil Code.