Jarosław Kamiński

Attorney at law (Poland)
Associate Partner
Phone: +48 22 244 00 27

On 28 December 2016, the President of Poland signed an act amending certain other acts to improve the legal environment for enterprises, which entered into force on 1 January 2017. The Act is supposed to improve legal conditions for running a business in Poland and amends a number of acts, including the Code of Commercial Companies ("CCC").

One of the amendments that deserves attention is related to the improvement of transparency in the event of a conflict of interests – its purpose is to protect companies and its shareholders and partners. Pursuant to the proposed amendment to Article 209 and Article 377 CCC, in the event of a conflict of interests of a company with the interests of its management board member, his/her spouse, relatives by consanguinity or affinity up to the second degree and persons with whom (s)he has personal relationships, the management board member should disclose the conflict of interests and refrain from resolving such issues, and may request that it is mentioned in the minutes. 

Moreover, the lawmakers try to increase the protection of minority shareholders in limited liability companies. The amendment adds a new provision in Article 236(1)1 which entitles the shareholder(s) representing at least 1/20 of the share capital to request the inclusion of certain issues in the agenda of an upcoming meeting of shareholders. The request must be filed with the management board in writing, no later than three weeks before the date of the meeting. The management board must include the requested items in the agenda of the upcoming meeting of shareholders and notify the shareholders of same. Apart from that, the amendment introduces the right of the shareholder(s) who requested the meeting of shareholders to apply to the registry court for a release from the obligation to pay the costs imposed by way of a resolution adopted by the meeting of shareholders. 

Moreover, the amendment to the CCC abolishes the obligation to place a company's stamp on the share document. At present, it is an obligatory element of the share document and the lack thereof makes the share invalid by law. 

Another thing that has changed is the rules of assessment and payment of dividend in joint-stock companies, as well as the date of its payment in public companies. Pursuant to the amended regulations, the dividend is paid out on the date specified in the resolution of the ordinary meeting of shareholders. If the resolution of the meeting of shareholders does not specify that date, the dividend is paid on the day set by the Supervisory Board. The dividend payment date in public companies has also been regulated – it should be no earlier than 5 days and no later than 3 months of the dividend date. Please note as well that the ordinary meeting of shareholders of a public company determines the dividend date and the date of its payment. 

The last change concerns the compliance of the CCC with the Freedom of Economic Activity Act in terms of proceedings for deleting an enterprise from the Central Registration and Information on Business (in Polish: Centralna Ewidencja i Informacja o Działalności Gospodarczej – CEIDG). The amended Freedom of Economic Activity Act abolishes the registry court's obligation to inform the central registration about the transformation of a sole proprietorship into a company.

Our attorneys-in-law offer legal advice in Poland. They are at your disposal in Rödl & Partner offices in: Gdansk, Gliwice, Cracow, Poznan, Warsaw, Wroclaw.

24.03.2017 r.