Although corporate disputes are particularly associated with conflicts in capital companies, it turns out that they also occur in housing communities under the provisions of the Act on Ownership of Premises.
A Housing Community is a compulsory corporation of its members – the owners of premises. A Housing Community does not have legal personality, but must be managed by someone and, as stipulated in the Act on the Ownership of Premises, this may be either a manager appointed by an act of entrusting management or a management body appointed for this purpose.
This means that in the Community, management of the Community is exercised either by an executive body in the person of the Manager or by a Management Board, similar to capital companies.
It should be noted that the provisions of the Act on the Ownership of Premises oblige members to adopt a resolution on the election of a management body when the number of separate and non-separate premises exceeds three.
Therefore, there are often situations where the Administrator in a Housing Community must resign from their position so that the Management Board can take over the management function. As it turns out, the change of the executive body must be carried out in accordance with the relevant legal procedure in order to be considered binding.
In one of the cases handled by our Corporate Disputes team, there was a change in
the executive body of a housing community through the adoption of a single resolution, whereby the existing manager was dismissed from his position and another natural person was appointed to the management body of the housing community.
It is worth noting that the adoption of such a resolution raised serious doubts not only as to the legality of the change, but also posed a real threat to the security of legal transactions. This fact was noticed by one of the members of the Housing Community, who decided to seek a declaration of invalidity of the resolution with the support of our team.
Our argument was shared by the Regional Court in Siedlce, which ruled that it is impossible for an administrator appointed under Article 18(1) of the Act of 24 June 1994 on the ownership of premises and a management board within the meaning of Article 20(1) of that Act to function simultaneously in a Housing Community. The court confirmed that the form of management in a Housing Community cannot be changed by a single resolution. It also found that a resolution which simultaneously dismisses an executive body such as the Manager and appoints another person to the Management Board is contrary to the provisions of the law on ownership of premises. The court noted that such a resolution de facto involves personnel changes within a non-existent body of the Housing Community, i.e. the Management Board. The court therefore repealed the resolution of the Housing Community on the change of a member of the Management Board.
It must therefore be concluded that a valid change of the executive body of the Housing Community requires two separate resolutions, i.e. the first on the dismissal of the Manager and the second
on the appointment of the Management Board. It should also be noted that a change in the established management of common property requires a special form, i.e. a notarial deed.
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