Amendment of the Commercial Companies Code regarding the calculation of the term of office of a member of the management board and supervisory board in capital companies

On October 13, 2022, the amendment to the Commercial Companies Code enters into force, which, in addition to the broader issue in the form of holding law, also introduces a small but important and long-awaited change in the calculation of the term of office of a member of the management board and supervisory board in capital companies.

The legislator noticed that the method of calculating the term of office of a member of the body gives rise to discrepancies in the doctrine and is the subject of many judgments by courts, and therefore decided to definitively regulate the above issue. It requires that this change applies not only to members of the governing bodies of limited liability companies who will be appointed after the amendments come into force but also to members who already held a mandate before October 13, 2022.

The amendment stipulates that the terms of office of members of the management board and supervisory board are to be calculated in full financial years – unless the company’s articles of association or deed provide otherwise. The above dispels doubts as to whether the term of office should be calculated according to the calendar or financial years if the articles of association or deed do not provide otherwise in this respect. Thus, for example, if a member of a body was not appointed on the first day of a given financial year but the following days or months, then this year is not included in the term of office – as it is calculated in full financial years.