Parliament recently introduced the simple joint stock company to the Commercial Companies Code. This change aims to provide a simpler and cheaper option than standard joint stock companies regarding company formation, operation and liquidation and a more modern and flexible company model with a legal personality that will be particularly attractive to start-ups. However, the introduction of this new type of company has provoked divergent opinions.
The legislature recently introduced a regulation on e-financial statements. As a result, all financial reports submitted by Polish companies (with the exception of entities preparing financial statements in compliance with the international accounting standards) must be drawn up electronically using files with an '.xml' extension as defined by the Ministry of Finance. Polish companies should take appropriate steps to mitigate the potential risks and comply with this revolutionary regulation as soon as possible.
The Commercial Company Code allows representation by a supervisory board or proxy appointed by a resolution of a shareholders' meeting in contracts or disputes between companies and their management boards. In this context, the Supreme Court recently examined whether a limited liability company should be represented by a general partner or its management board when amending a limited partnership agreement, despite the fact that the limited partner was a member of the company's management board.
Appealing against shareholders' resolutions is one of the most controversial areas of Polish company law. A recent Supreme Court resolution found that the shareholders' resolution of a limited liability company could not be annulled by the courts just because it was contrary to the company's articles of association. This resolution appears to put an end to many years of controversy.
The Code of Commercial Companies provides that the supervisory board of a limited liability company cannot give binding instructions regarding the management of the company's affairs to its managers. As there is no similar explicit provision prohibiting a shareholders' meeting from issuing such instructions, the question arises as to whether this was an intentional omission by the legislature and whether managers of limited liability companies must follow instructions given by shareholders.
Parties that negotiate a contract for sale when they are based in different countries are not always aware of the legal nature of their negotiations and the possible legal consequences. As such, it is advisable that parties choose the law applicable to the contract being negotiated and the negotiations themselves as soon as discussions begin. In the event of a dispute, this will enable them to avoid the potential risk of the courts finding that the contract in question has already been concluded.
In response to the EU Directive on the Exercise of Certain Rights of Shareholders in Listed Companies, Parliament recently adopted an important amendment to the Commercial Company Code. Its main purpose is to enhance corporate governance in Polish joint stock companies by strengthening and facilitating the exercise of shareholders' rights.
A relatively high minimum share capital requirement has long been considered an effective tool to safeguard the interests of creditors in dealings with capital companies. However, this approach has recently been revised due to pressure from legal and commercial commentators and researchers. Following in the footsteps of recent EU legislation, changes have been made to Polish law in a bid to promote entrepreneurship.
Parliament is working on an amendment to the Commercial Company Code that will provide for the liberalization of regulations regarding commercial partnerships. The draft amendment involves the elimination of restrictions on conducting larger-scale business in the form of a civil law partnership and the limitation of liability of commercial partners that enter into a commercial partnership with a sole proprietor.
The government recently presented to Parliament an important draft amendment to the Commercial Company Code aimed at helping limited liability and joint stock companies in their day-to-day operations. This update looks at the key changes envisaged by the amendment.
Parliament recently issued an important draft amendment to the Polish Civil Code. The amendment provides for the elimination of the currency clause from Polish civil law, which requires all monetary obligations under Polish law to be performed in Polish currency.
EU regulations oblige member states to make the information on limited companies contained in their registers available to the public in digital form by January 1 2007. Therefore, the Central Information Office of the National Court Register is to extend its services to accept and hold company data in digital form.
A new package of three acts has replaced the Act on Public Trading in Securities. The new Act on Public Offering allows a shareholder holding at least 5% of the votes at the general shareholders' meeting to demand that such a meeting be called in connection with the appointment of a special purpose auditor.
The Supreme Court has confirmed that the right to recover interest is barred by statute within three years of the due date. However, it ruled that such recovery is no longer possible if the main receivable is barred. The ruling is expected to have wide-ranging effects on Polish business.
The Supreme Court recently clarified the law concerning notarized documents executed outside Poland. Previously, Polish notaries and other practitioners had raised doubts as to whether certification by foreign notaries was acceptable in Poland. Such doubts have now been dispelled.
New provisions of the Civil Code allow for offers to be made by email and lay down certain conditions which must be met by the offeror. The code also provides that parties to a given legal relationship may agree to the jurisdiction of the Polish courts in any property cases that have arisen or may arise from their relationship.
Including: Legislative Framework; Forms of Business Organization; Foreign Investors; National Court Register; Framework.
A new corporate governance code encourages the setting of high standards for the conduct of corporate entities in Poland and provides greater certainty to the law. Recently, the Commercial Company Code has been criticized for being unnecessarily convoluted, and a number of attempted hostile takeovers have caused controversy.