Łukasz Śliwiński | In Principle

Usually, a merger of companies in Poland requires a number of legal steps and preparation of extensive documentation. This can make mergers complicated and costly, in particular if companies with different shareholding structures are involved. But in some cases the regulations allow the parties to simplify the procedure by excluding certain obligations—if certain conditions are met regarding the capital structure of the companies.

Over the past decade, Polish lawmakers have taken many efforts to adapt the functioning of businesses in legal transactions to the current technological realities. We have witnessed the launch of electronic registration of companies, as well as the transfer of much of the National Court Register’s activity to the web. More changes are planned for the coming years.

1 July 2021 marks an important day for all entities subject to entry in the commercial register in Poland. On that day, the long-announced and repeatedly postponed revolution in registration proceedings came into force, and now businesses can submit applications to the National Court Register (KRS) only electronically.

Work is in progress on a bill amending the Accounting Act and other acts to make it easier to sign financial statements. This is good news for companies with multiple-member management boards.

Apart from the basic form of running a business, which is a sole proprietorship, foreigners can choose to start a business in the form of a partnership or company. Each of these groups includes different types of corporate forms, and their activities depend on various factors.

Establishing individual business activity (jednoosobowa działalność gospodarcza) by one natural person is a basic form of business operation in Poland. The process of launching and operating such a business, including registration, is relatively easy. This makes individual business activity appropriate for self-employed persons, i.e. those operating independently, with little or no involvement of third parties.

Among many problems facing businesses now is efficient management and decision-making when members of the company’s governing bodies cannot appear in person at headquarters for various reasons. Technology ensures efficient communications, but the possibility for corporate bodies to take resolutions remotely has been debatable in some situations.

Amendments to the National Court Register Act which came into force on 15 March 2018 make it compulsory to register addresses for correspondence of persons associated with Polish companies with the National Court Register.

A new law that comes into force on 30 April 2018 combines two acts regulating the operations of foreign businesses in Poland into one, and at the same time makes certain changes.

On 15 March 2018, the Act of 26 January 2018 amending the National Court Register Act and certain other acts came into force. Some of its provisions will come into force subsequently successively up until 1 March 2020.

Under proposed changes, the procedure for liquidation of branches of foreign undertakings would become easier and would also comply with EU law. Thus after several years of uncertainty and disagreement on this topic, Polish law should return to the position approved by the Supreme Court in 2007.

What are the possible consequences for failure to comply with these duties, and can the management board assert as a defence that the authority approving the financial reports has failed to reach a decision?