Łukasz Śliwiński
The scope of authority of the representative of a foreign undertaking in a Polish branch
Can the scope of authority of the representative of a foreign undertaking in a Polish branch be limited in practice to comply with the principal’s expectations?
Delegation of supervisory board members of a limited-liability company
A member of the supervisory board of a limited-liability company may be delegated to act as a member of the company’s management board. How should this be handled effectively, and what should be expected?
Legal consequences of improper selection of the auditor to examine a company’s financial statement
It sometimes happens in practice that auditors proceed to examine a company’s annual financial statement before they are formally selected by the competent authority of the company. Can this practice have negative consequences?
Can merger or reorganisation of a company eliminate the risk connected with acquisition of its defective shares?
In M&A, one of the key elements of due diligence prior to conducting a share deal is verifying legal title to the company’s shares. Any irregularities discovered in this respect can represent a significant risk for the potential acquirer of the shares. Can a merger or change in corporate form eliminate this risk?
When the management board does not function properly
The Commercial Companies Code provides an extensive set of rules governing internal controls in Polish companies, from the general rules for conducting and controlling the company’s affairs by the management board to oversight of the management board’s actions.
Passage of shares in a limited-liability company to a shareholder's legal successors
Provisions in the articles of association can pre-empt the application of inheritance laws to shares in a limited-liability company.
What to pay attention to when outsourcing accounting services
As a taxpayer, a business remains liable for tax obligations even when it hires an external professional service company to maintain its accounting books.
New rules for establishing a representative office of a foreign business
Amendments to the Business Freedom Act and the Treasury Fees Act concerning establishment and registration of foreign representative offices in Poland went into effect on 1 January 2012.
Outsourcing bookkeeping services
What are the obligations, barriers and costs that an existing company must deal with before beginning to provide accounting services as an additional business for outside entities?
Maintaining and storing Polish company accounts outside Poland
Under recently amended provisions of the Polish Accountancy Act, authorised entities outside Poland may maintain and store accounts of Polish companies—but only in compliance with Polish accounting requirements.
Rules for repayment of surcharges in a limited-liability company
The articles of association may include provisions covering the rules for repayment of surcharges to the shareholders. Absent such provisions, the rules set forth in the Commercial Companies Code will apply.
Share register serves a real purpose
Maintaining a share register in a limited-liability company is not just mandatory, but can also prove valuable.
