In employment disputes, allegations sometimes arise that a notice of termination of an employment contract was submitted by a person not authorized to represent the employer. This raises the question of whether such a defect invalidates the notice of termination, or merely constitutes a defect within the meaning of labor law. The Supreme Court's judgment of August 6, 2025, III PSKP 32/24, provides an important perspective on this matter.
Facts of the case
The case before the Supreme Court concerned the termination of an employment contract by the president of the management board of a limited liability company with joint representation by two management board members. The termination notice was signed by one of them – the president – who acted under authorization granted by the other management board member.
Doubts arose as to whether such action met the requirement of management board cooperation arising from the provisions of the Commercial Companies Code and, consequently, whether the notice was given by a properly represented employer.
Legal problem – employer representation in employee matters
The Supreme Court analyzed the relationship between the principles of representation of a limited liability company and the manner of representing an employer in individual employment relationships specified in Article 3[1] of the Labor Code, according to which, on behalf of an employer being an organizational unit, actions in matters of labor law are performed by the person or body managing that unit or another person designated for that purpose.
The Supreme Court cited the established view that Article 3[1] of the Labor Code is a special regulation, including in relation to the provisions of the Commercial Companies Code, meaning that the regulation relating to entities performing labor law activities, referred to in Article 3[1] § 1 of the Labor Code, takes precedence. Based on the aforementioned provision, it is possible for the company's management board to designate a person to perform labor law activities in a manner different from that provided for in the Commercial Companies Code.
In the case in question, no person was appointed in the company to perform activities in the field of labor law pursuant to Article 3[1] of the Labor Code, and therefore the provisions of the Commercial Companies Code were applicable.
The position of the Supreme Court
The Supreme Court found that:
- the cooperation referred to in Article 205 of the Commercial Companies Code is a unanimous declaration of will expressed by the company's management board;
- cooperation of management board members does not have to involve simultaneous submission of declarations of intent;
- the content of the authorization granted to the president by the management board member referred to "cooperation", so it should be assumed that the notice of termination was submitted by an authorized body.
Does improper employer representation violate labor law?
Although in the case at hand, according to the Court, there was no violation of the principles of representation, in the justification the Court referred to how a possible violation of these principles should be perceived and indicated that:
- incorrect representation of the employer when terminating the employment relationship does not invalidate the notice of termination;
- however, it constitutes a violation of the provisions on termination of employment contracts;
- as a consequence, the labour court, at the employee's request, may rule that the notice of termination is ineffective, that the employee be reinstated to work or that compensation be awarded (Article 45 of the Labour Code).
Summary
Incorrect representation of the employer when terminating an employment contract does not, in principle, invalidate it, but may constitute a violation of labor law and justify the employee's claims in court.
This article is for informational purposes only and does not constitute legal advice.
The law is current as of March 20, 2026.
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