The One-Tier System of Joint-Stock Company Administration

One of the biggest innovations brought about by the company law re-codification is to choose the system of internal management of the company. Except for the traditional dualistic model of Directors and the Supervisory Board have a new business opportunity to choose for your corporation monistic model with the Board and the Statutory Director.

As in the case of other legal transplants, which bring re-codification of private law, but it often lags behind its pattern of foreign origin.

The aim of this article is to give a brief explanation of the new legislation in its broader context and to contribute to the debate over the interpretation of their questionable sites.

Characteristics of the first organizational stock company structure

The supreme body of the joint stock company is the chosen system of internal company structure. Founding legal act or amendment to the established statutes moreover, the Board and Corporate Director is monistic system of internal structures according to a joint stock company. In comparison with other laws that enshrine the monistic model management, it chose a rather unusual solution with three peculiar bodies of the company compared to other overriding concept building on the duality of the General Meeting and the Board of Directors as an obligatory two bodies e.g. according to the French legislation, it is indeed possible that the Governing Council appointed statutory director someone outside board members, but such a person does not become the body of the company, but the scope of the statutory body (Management Board) only transferred. Also in the U.S. corporate law, the Administrative Council (board of directors) of the daily management of the officers who do not have the nature of the governing body.

The creators of the corporate re-codification law apparently went the other way when create a third, distinct from the executive board, the authority (statutory director), who is gifted with powerful managers.

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