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Prezes za kratami. Kiedy niewłaściwe kierowanie spółką może stanowić przestępstwo

Prawidłowe funkcjonowanie spółek handlowych w obrocie gospodarczym  gwarantowane jest przepisami nie tylko w zakresie odpowiedzialności cywilnej, ale również w zakresie odpowiedzialności karnej zarządu lub innych osób. Przepisy dotyczące odpowiedzialności karnej bezpośrednio związanej z prowadzeniem biznesu znajdziemy już w samym KSH w artykułach od 585 do 595. Są to jednak przepisy dotyczące wyłącznie ściśle sprecyzowanych deliktów, a w pozostałym zakresie, w szczególności dotyczącym zdolności do ponoszenia odpowiedzialności karnej, zastosowanie będą mieć przepisy części ogólnej Kodeksu karnego w związku z  treścią zawartego w nim przepisu art. 116 k.k.
Czyny zabronione opisane w przepisach Kodeksu spółek handlowych dotyczą sprzecznych z prawem zachowań polegających na niezgłoszeniu upadłości spółki; ogłaszaniu danych nieprawdziwych oraz przedstawianiu ich organom spółki, władzom państwowym lub osobie powołanej do rewizji; nabywaniu własnych akcji; niezgodnym z przepisami wydawaniu dokumentów spółki; umożliwieniu bezprawnego głosowania na walnym zgromadzeniu; udziału w bezprawnym głosowaniu na walnym zgromadzeniu; bezprawnym wydaniu akcji; niewłaściwym oznaczaniu pism spółki oraz deliktów związanych ze sprawowaniem zarządu i należytym informowaniem sądu rejestrowego.
Odpowiedzialność karna nie dotyczy tylko zarządu. Krąg osób zdolnych do ponoszenia odpowiedzialności karnej jest zróżnicowany i zależny od poszczególnego deliktu. Dla przykładu wskazać należy, że przestępstwo niezgłoszenia upadłości spółki może zostać popełnione wyłącznie przez członków zarządu lub likwidatorów. Z kolei przestępstwo bezprawnego głosowania lub wykonywania praw mniejszości może być popełnianie przez każda osobę fizyczną za wyjątkiem posiadacza akcji. Również istotne z punktu widzenia odpowiedzialności karnej jest to, że katalog deliktów obejmuję zarówno przestępstwa umyślne i nieumyślne, co niewątpliwie rozszerza zakres tej odpowiedzialności, zmuszając uczestników obrotu gospodarczego do zachowania należytej staranności w podejmowanych przez nich działaniach.
Sprawstwo określonego deliktu może doprowadzić do orzeczenia sankcji karnej w postaci grzywny, kary ograniczenia wolności lub nawet kary pozbawienia wolności. Najdalej idącą sankcję w postaci kary pozbawienia wolności do lat 2 zawiera przepis art. 587 § 1 k.s.h. odnoszący się do umyślnego ogłaszania danych nieprawdziwych oraz przedstawiania ich organom spółki, władzom państwowym lub osobie powołanej do rewizji przy wykonywaniu ustawowych obowiązków wynikających z regulacji Kodeksu spółek handlowych dotyczących spółki z ograniczoną odpowiedzialnością i spółki akcyjnej oraz dotyczących procesu przekształcania spółek. Co ważne, prawomocne skazanie za popełnienie tego czynu prowadzić będzie do zakazu piastowania funkcji członka zarządu, rady nadzorczej, komisji rewizyjnej oraz likwidatora w spółkach handlowych.
Warto w tym miejscu podkreślić, że przepis art. 587 § 1 k.s.h., dotyczący ogłaszania danych nieprawdziwych albo przedstawiania ich organom spółki, władzom państwowym lub osobie powołanej do rewizji, uchwalony został jeszcze w czasie, gdy możliwość stosowania instytucji warunkowego zawieszenia wykonania kary pozbawienia wolności co do zasady, znajdowała zastosowanie do kar orzeczonych w wymiarze nieprzekraczającym 2 lat. Zatem nawet na wypadek orzeczenia kary z art. 587 § 1 k.s.h.  w jej ustawowo maksymalnym wymiarze 2 lat, można było w dalszym ciągu, oczywiście przy spełnieniu pozostałych przesłanek, ubiegać się o warunkowe zawieszenie wykonania orzeczonej kary pozbawienia wolności. Jednakże wskutek przeprowadzonych zmian przepisów Kodeksy karnego, instytucja warunkowego zawieszenia wykonania kary pozbawienia wolności została ograniczona do kar pozbawienia wolności orzeczonych w wymiarze nieprzekraczającym 1 roku. Wobec tego naruszenie tego przepisu może z dużo większym prawdopodobieństwem niż miało to miejsce wcześniej, doprowadzić do orzeczenia bezwzględnej kary pozbawienia wolności.
Mając na uwadze powyższe należy zatem stwierdzić, że przepisy karne Kodeksu spółek handlowych stanowią niewątpliwe jedno z narzędzi wspomagających należyte funkcjonowanie spółki, oraz chroniących prawidłowy obrót gospodarczy i bezpieczeństwo jego uczestników.
Na marginesie powyższego warto dodać jeszcze, że poza przepisami Kodeksu spółek handlowych, w obrocie prawnym pozostają jeszcze inne regulacje, które stanowić mogą podstawę orzeczenia odpowiedzialności karno-prawnej zarządu lub innych osób za popełnienie ściśle określonego przestępstwa. W szczególności wskazać należy na przepisy Kodeksu karnego zawarte w przepisach art. 296-309 k.k., które dotyczą przestępstw przeciwko obrotowi gospodarczemu.
adwokat Artur Miłoń

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  106. Sie macie ojczulek wybrał dla mnie imię Rainer. Adwokat Rzeszów- znaczące udogodnienie dla przekredytowanych, wiem coś o tym. W chwili obecnej moim miejscem przebywania jest harmonijne miasto Kędzierzyn-Koźle. Adwokat Rzeszów w Polsce- coraz więcej wyroków na korzyść pożyczkobiorców.

  107. Siemaneczko podobnie jak znany fizyk nazywam się Janek. Spytaj mnie o upadłość konsumencką. Na czas dzisiejszy moim miejscem egzystencji jest przecudne miasto Gostyń. Adwokat Rzeszów w Polsce to szansa dla setek zadłużonych rodzin.

  108. Hajo nazywam się Julek. Zapytaj mnie o upadłość konsumencką. W tej chwili moim miejscem zamieszkiwania jest supernowoczesne miasto Legnica. Adwokat Rzeszów w Polsce- wzór przykładowego podania do zapełnienia.

  109. Dzieńdoberek możecie mi mówić Ernest. Adwokat Rzeszów- wszystko co wiedzieć powinieneń. Aktualnie moim miejscem bytowania jest niemałe miasto Zduńska Wola. Adwokat Rzeszów w Polsce- kiedy stworzyć efektywny wniosek o upadłość.

  110. Siemanko według dowodu osobistego moje imię to Olgierd. Upadłość konsumencka- pomogę Ci ją sprawnie przeprowadzić. W tym momencie moim miejscem zamieszkiwania jest imponujące miasto Piotrków Trybunalski. pozabankowa konsolidacja chwilówek w Polsce transformuje bytowanie tysięcy naszych rodaków.

  111. Cze moje pierwsze imię to Krzysiek. konsolidacja chwilówekkonsolidacja chwilówek z mną zdobędzie też osoba przekredytowana. W tej chwili moim miejscem przebywania jest nowoczesne miasto Świecie. konsolidacja chwilówek w Polsce a stwierdzenie czynności prawnej za nieważną w stosunku do wierzycieli.

  112. Hello jestem znany pod imieniem Kuba. konsolidacja chwilówek bez dochodu ze mną dostaniesz nawet posiadając złą historię w BIK. W chwili obecnej moim miejscem zamieszkania jest artystyczne miasto Kluczbork. konsolidacja chwilówek z windykacją w Polsce to szansa na wydostanie się z pętli obciążenia.

  113. Yo nazywam się Leonard. konsolidacja chwilówek bez zdolności kredytowej online to najwspanialsze rozwiązanie dla konsumentów przekredytowanych. W tym momencie moim miejscem przebywania jest znane miasto Boguchwała. konsolidacja chwilowek dla zadluzonych w Polsce- marki chwilówkowe liczą własne straty.

  114. Siemaneczko według dowodu osobistego moje imię to Dawid. konsolidacja chwilowek- z mną masz pewność właściwego wniosku. Na czas dzisiejszy moim miejscem przebywania jest urzekające miasto Tomaszów Mazowiecki. konsolidacja chwilowek przez internet w Polsce- w jaki sposób nie dać się omamić pośrednikom.

  115. Hi nazywają mnie Eryk. Upadłość konsumencka- przygotuję dla Ciebie wniosek. W chwili obecnej moim miejscem bytowania jest ultranowoczesne miasto Ozorków. konsolidacja chwilowek przez internet w Polsce- ile syndyk będzie mi pobierał.

  116. Serwus nazywam się Bazyli. konsolidacja chwilowek przez internet z moją pomocą zdobędziesz od ręki. W tym momencie moim miejscem bytowania jest cudne miasto Tomaszów Mazowiecki. online konsolidacja chwilówek w Polsce- wzór przykładowego podania do wypełnienia.

  117. Yo noszę genialne imię Arek. online konsolidacja chwilówek uzyskasz nawet mając komornika na wypłacie. Obecnie moim miejscem egzystencji jest historyczne miasto Żagań. konsolidacja chwilówek bez baz w Polsce ogniskuje swe zasłużone żniwo.

  118. Hejka moi rodzice dali mi na chrzcie imię Franciszek. konsolidacja chwilówek bez dochodu odmieni Twoje życie. W tym momencie moim miejscem zamieszkania jest nowoczesne miasto Siemiatycze. online konsolidacja chwilówek w Polsce- koło ratunkowe dla pożyczkobiorców.

  119. Helloł moja godność to Remik. Upadłość konsumencka- napiszę dla Ciebie wniosek. Obecnie moim miejscem zamieszkania jest urokliwe miasto Brzeziny. konsolidacja chwilówek bez zdolności w Polsce- nie musisz być biegły w normach prawa.

  120. Dzień dobry moi rodzice dali mi na chrzcie imię Zenobiusz. konsolidacja chwilowek gdzie to mój konik w pracy. W chwili obecnej moim miejscem zamieszkania jest śliczne miasto Września. konsolidacja chwilówek przez internet w Polsce- profesjonalista radzi w jaki sposób zrealizować.

  121. Siemaszka nadano mi imię Olgierd. online konsolidacja chwilówek- wszystko co rozumieć powinieneń. Obecnie moim miejscem egzystencji jest zachwycające miasto Chojnów. gdzie konsolidacja chwilówek w Polsce- wzór pisma do sądu.

  122. Hejka możesz mi mówić Hipolit.Razem ze mną walcz o Adwokat Rzeszów i pozbądź się komornika.W tym momencie moim miejscem bytowania jestatrakcyjne miasto Zgierz. Adwokat Rzeszów w Polsce to sposobność dla setek zadłużonych rodzin.

  123. Elo jestem znany pod imieniem Sobiesław.Adwokat Rzeszów to rzecz nad którą pracuje w tej chwili.W tym momencie moim miejscem zamieszkania jestestetyczne miasto Tłuszcz. Adwokat Rzeszów w Polsce aprowadzenie osobistej działalności gospodarczej.

  124. Uszanowanie moja godność to Krystek.Adwokat Rzeszów to temat w którym czuję się najlepiej.W tej chwili moim miejscem bytowania jestładne miasto Kostrzyn nOdrą. Adwokat Rzeszów w Polsce a lichwiarskie kredyty w parabankach.

  125. Sie macie noszę imię Aleksander. Kredyty- odpowiem na wszelakie pytania z nim powiązane. W tej chwili moim miejscem przebywania jest znane miasto Mszczonów. Kredyty w Polsce- coraz więcej wyroków na korzyść kredytobiorców.

  126. Hej podobnie jak wybitny artysta nazywam się Norbert. Kredyty- to panaceum na życie bez komornika. Na czas dzisiejszy moim miejscem zamieszkiwania jest piękne miasto Węgrów. Kredyty w Polsce a lichwiarskie kredyty w firmach chwilówkowych.

  127. Siemaneczko moi rodzice dali mi na chrzcie imię Marian. Kredyt sanok połączy Twoje pożyczki w jedno zobowiązanie. Obecnie moim miejscem zamieszkiwania jest wiekowe miasto Sosnowiec. Kredyty w Polsce a uznanie czynności prawnej za nieważną wobec wierzycieli.

  128. Dzień dobry moi rodzice dali mi na chrzcie imię Ireneusz. Kredyty- załatwię za Ciebie procedury. W tym momencie moim miejscem zamieszkiwania jest wielokulturowe miasto Kędzierzyn-Koźle. Kredyty w Polsce- w jaki sposób nie dać się oszukać pośrednikom.

  129. Czołem zwą mnie Oktawian. Kredyty to pomyślne wyjście dla Ciebie, jako doradca wiem coś o tym. W chwili obecnej moim miejscem przebywania jest lubiane miasto Rypin. Kredyty w Polsce- jak wiele syndyk będzie mi obcinał.

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  407. Dünyaca ünlü medyum haluk hocayı sizlere tanıtıyoruz anlatıyoruz, Avrupanın ilk ve tek medyum hocası 40 yıllık uzmanlık ve tecrübesi ile sizlerle.

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  431. güvenilir bir medyum hoca bulmak o kadarda zor değil, medyum haluk hoca sizlerin en iyi medyumu.

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