Binding instructions for conduct of the company’s affairs under the new Holding Law
05.05.2022 corporate, new provisions
Until now, corporate officers have had to act solely in the best interests of their own company, which has made the operation of corporate groups difficult. As of October 2022, it will be possible to issue binding instructions to subsidiaries affiliated with formalised corporate groups. What must such an instruction contain, can the execution of such an instruction be refused, and what if the company suffers a loss as a result of execution of binding instructions?
New law on corporate groups enters into force in October 2022
05.05.2022 corporate, new provisions
An act amending the Commercial Companies Code was published in the Journal of Laws on 12 April 2022. It establishes the rules for operation of capital groups in Poland and modifies certain rules for operation of corporate authorities. The act will enter into force six months after publication.
Control of certain investments: new protective provisions
01.07.2020 new provisions, M&A
On 19 June 2020, the Parliament adopted “Shield 4.0,” new law of great importance for M&A practice. Shield 4.0 amends the Act on Control of Certain Investments of 24 July 2015 and enters into force on 24 July 2020.
Restrictions on business operations and personal freedoms relevant for business
In connection with the coronavirus epidemic, restrictions have been introduced on economic activity and personal freedoms which are unprecedented in the history of adoption and application of law in Poland since 1989. Even now it is evident that the coronavirus epidemic will touch on all sectors of the economy. The restrictions introduced so far have resulted in practically halting all activity in gastronomy, tourism, entertainment, and retail and services at shopping malls and large-format stores. [Update of 3 April 2020]
Will the simple stock company become the most popular corporate form in Poland?
In the current legal system, the regulations on types of companies, their bodies and manner of functioning, liability for the company’s obligations, and protection of creditors, derive in basically unaltered form from the Commercial Code of 1934. The 1990s saw the introduction of modern regulation of the capital market in Poland. The following decades led to adoption of the Commercial Companies Code, gradual harmonisation of corporate law with EU law, and introduction of regulations allowing the use of digital technology in the establishment of limited-liability companies and certain aspects of their functioning.
The simple stock company
01.08.2019 new provisions, corporate
Funkcjonowanie spółek handlowych podlega ograniczeniom płynącym ze sztywnego gorsetu przepisów Kodeksu spółek handlowych. Od 1 marca 2020 r. należy się spodziewać istotnych zmian w tym względzie. Prezydent właśnie podpisał ustawę o prostej spółce akcyjnej.
Legal actions of a “false” corporate body can be saved. But all of them?
21.02.2019 new provisions, corporate, M&A
On 1 March 2019, an important amendment to the Civil Code comes into force, providing for the possibility of validating actions by a “false” corporate body. Up to now, such a possibility has applied only to actions by a “false” attorney-in-fact.
Transferring the registered office of a Polish company abroad does not require the company to be liquidated in Poland
30.11.2017 corporate, European Court of Justice
The Court of Justice has ruled that under the EU principle of freedom of establishment, transfer of the registered office of a Polish company abroad within the European Economic Area cannot be conditioned on conducting liquidation of the company in Poland.
Conversion of debt to equity and sale of assets as mechanisms for restructuring public companies
25.05.2017 insolvency and restructuring
Can public companies and others operating on a large scale and needing to restructure their debt take advantage of in-court restructuring using the mechanisms in the Restructuring Law?
Contributions to share capital in foreign currency and foreign exchange differences
With economic globalisation, foreign investors often decide to pay capital contributions to Polish companies in foreign currencies. This raises the question of how to convert these amounts into Polish currency.
Restructuring Law and amended Bankruptcy Law: Scope and essence of changes
30.12.2015 new provisions, insolvency and restructuring
The main provisions of the Restructuring Law of 15 May 2015 enter into force on 1 January 2016. It will serve one of the foundations of commercial law in Poland, enabling effective restructuring of insolvent enterprises.
Shareholder loans under the amended Bankruptcy Law
22.10.2015 new provisions, corporate, insolvency and restructuring
Systemic amendments to Poland’s Bankruptcy & Recovery Law enter into force on 1 January 2016.