corporate | In Principle

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?

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?

Starting a new business or establishing relations with other businesses always carries with a certain degree of risk. Thus an extensive legal background check of a prospective business partner will usually be advisable. The question is what is the reasonable scope of such a check and what sort of information may be obtained from public sources.

The Commercial Companies Code prohibits members of the management board of a company from undertaking activity competitive with the company. This ban is intended to protect the economic interests of the company. But what can a company do if the ban is violated?

A new law introducing an obligation to establish anticorruption compliance procedures entered into force in France on 1 June 2017. The impact of the law may be broader than it might seem at first glance.

The issue of determining when the appointment of a member of the supervisory board of a joint-stock company ends in connection with the expiration of the term of office has been the subject of doubts and disputes for some time. It was particularly problematic to determine when the appointment ends when the term of office does not coincide with the financial year. The Supreme Court of Poland recently addressed this issue.

A proposal for a long-promised act intended to facilitate the operation of businesses was published on the Government Legislation Centre website in February. The proposed Business Law contains a set of rules that would apply in administrative proceedings from as early as September 2017.

An amendment to the Polish Civil Code has created new types of commercial proxies but also raised doubts about the legitimacy of joint commercial proxies granted before the new legislation came into force.

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?

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?

Payment of an advance against anticipated dividends is attractive for shareholders but carries a major risk, particularly for the company. At the end of the financial year it may turn out that there is no basis for paying a dividend. Then can the company require the shareholders to return the advance?

A new tax rate for income of legal persons will enter into force on 1 January 2017. It will not apply to all taxpayers, however, but will depend on the amount of income. The same amending act introduces several other significant changes, particularly affecting the practice of corporate reorganisations (e.g. exchange of shares or in-kind contributions).