The latest changes to the Central Register of Beneficial Owners
The Central Register of Beneficial Owners is a public register maintained by the Polish Minister of Finance, established pursuant to the EU’s 4th Anti–Money Laundering Directive (2015/849). The register has been in operation since autumn 2019, but in connection with harmonisation of provisions on disclosure of information on beneficial owners under EU legislation it is undergoing changes and improvements. Further modifications were made on 9 March 2023.
Another overhaul to the Civil Procedure Code: Key provisions
The Polish parliament has voted to amend the Civil Procedure Code, introducing numerous changes primarily intended to speed up proceedings. On this occasion, the parliament decided to reinstate some solutions it had abandoned in recent years. Below we discuss the most important changes.
Extending the validity of medical device certificates (March 2023)
On 20 March 2023, an amendment to the Medical Device Regulation was published in the Official Journal of the European Union, extending the validity of certificates for medical devices issued under the earlier regulations. The amendment was adopted as a matter of urgency and went into effect immediately (on the date of publication). The extension is intended to prevent shortages of medical devices on the market.
The European Hydrogen Bank: Will the EU finance the hydrogen revolution?
Hydrogen has long been mentioned in EU strategies as a key resource for the energy transition. But so far a major obstacle has been the high cost of producing renewable hydrogen. This is likely to change with Ursula von der Leyen’s initiative to establish a European Hydrogen Bank, announced on 14 September 2022 during the 2022 State of the Union address and outlined in concrete plans in March 2023.
The Polish competition authority’s plans for 2023
Under the statutory powers vested in the president of the Office of Competition and Consumer Protection (UOKiK), the regulator deals with issues including competition protection, contractual advantage, control of concentrations and investments, payment gridlock, and consumer protection. The activity plan for 2023 developed by UOKiK shows the areas considered key for this year.
“Dark patterns” targeted by EU institutions
“Dark patterns” used by online platform providers have been controversial for some time, but recently there has been a growing buzz about them, in particular due to actions undertaken by EU and national data protection and consumer protection authorities. (For an overview of cases and decisions by EU and national authorities, see the European Commission’s “Behavioural study on unfair commercial practices in the digital environment: Dark patterns and manipulative personalisation, Final Report,” pp. 61–70.) Primarily, these measures are intended to combat deceptive practices in the digital environment, but also to educate consumers and draw their attention to the most common types of practices.
Rules for siting of onshore wind farms liberalised
On 13 March 2023, the President of Poland signed an amendment to the “10H Act,” setting the minimum distance of a wind power plant from residential buildings at 700 metres (over calls by power generators, industry organisations and many local governments that it should be 500 m). This means that the years-long struggle to liberalise the infamous “10H rule” has been half-successful.
Election of the supervisory board by groups: An important right of minority shareholders
Poland’s Commercial Companies Code provides for a number of institutions strengthening the position of minority shareholders. One is that shareholders representing a fifth of the share capital may demand that the company’s supervisory board be elected by voting in separate groups (Art. 385). This is a departure from the statutory method of appointing the supervisory board by a resolution of the general meeting adopted by a simple majority of votes. One or more shareholders representing 20% of the share capital may demand that the supervisory board be elected in groups, even if the company’s statute provides for a different way of appointing the supervisory board, e.g. through personal entitlements.
Some thoughts on the compatibility of waste management with local zoning plans
The issue of the compatibility of a planned undertaking with the local zoning plan is complex, and some aspects of it have long raised questions. The problem is of great practical importance, and the approach of land-use authorities and the courts in a particular case often determines whether a development or certain activities can be carried out in a given area. This is particularly evident in the case of waste management projects.
Scientific advice in clinical trials
Parliamentary work on Poland’s draft Act on Clinical Trials of Medicinal Products for Human Use is coming to an end. According to the bill, entities involved in clinical trials and introduction of new drugs will be able to receive scientific advice from the president of the Office for Registration of Medicinal Products, Medical Devices and Biocidal Products. This will enable better preparation of tests and trials and consequently faster registration of safe and effective drugs.
Increasing the share capital of a limited-liability company based on the existing articles of association: Some practical considerations
An increase in the share capital of a limited-liability company without amending the articles of association is often used as a simpler, faster and, in theory, cheaper method of increasing the capital. But in practice, due to the ambiguous wording of the regulations, doubts may arise about this method of capital increase and the form of the documents required for its effective implementation. What should be kept in mind for a simplified share capital increase to be carried out correctly?
Limitation periods in a contract for a specific work
The statute of limitations for claims arising from a contract for a specific work is regulated differently from the general rules. Pursuant to Civil Code Art. 646, these claims become time-barred two years after the work is delivered, or if the work has not been delivered, two years after it was supposed to be delivered under the contract. This is a short timeframe, and requires great care to avoid forfeiting claims—especially as the way it is counted can raise practical questions, and in some cases a three-year term is used.