Krzysztof Libiszewski | In Principle

Until now, corporate officers have had to act solely in the best interests of their own company, which has made the operation of corporate groups difficult. As of October 2022, it will be possible to issue binding instructions to subsidiaries affiliated with formalised corporate groups. What must such an instruction contain, can the execution of such an instruction be refused, and what if the company suffers a loss as a result of execution of binding instructions?

An act amending the Commercial Companies Code was published in the Journal of Laws on 12 April 2022. It establishes the rules for operation of capital groups in Poland and modifies certain rules for operation of corporate authorities. The act will enter into force six months after publication.

On 19 June 2020, the Parliament adopted “Shield 4.0,” new law of great importance for M&A practice. Shield 4.0 amends the Act on Control of Certain Investments of 24 July 2015 and enters into force on 24 July 2020.

In connection with the coronavirus epidemic, restrictions have been introduced on economic activity and personal freedoms which are unprecedented in the history of adoption and application of law in Poland since 1989. Even now it is evident that the coronavirus epidemic will touch on all sectors of the economy. The restrictions introduced so far have resulted in practically halting all activity in gastronomy, tourism, entertainment, and retail and services at shopping malls and large-format stores. [Update of 3 April 2020]

In the current legal system, the regulations on types of companies, their bodies and manner of functioning, liability for the company’s obligations, and protection of creditors, derive in basically unaltered form from the Commercial Code of 1934. The 1990s saw the introduction of modern regulation of the capital market in Poland. The following decades led to adoption of the Commercial Companies Code, gradual harmonisation of corporate law with EU law, and introduction of regulations allowing the use of digital technology in the establishment of limited-liability companies and certain aspects of their functioning.

Funkcjonowanie spółek handlowych podlega ograniczeniom płynącym ze sztywnego gorsetu przepisów Kodeksu spółek handlowych. Od 1 marca 2020 r. należy się spodziewać istotnych zmian w tym względzie. Prezydent właśnie podpisał ustawę o prostej spółce akcyjnej.

On 1 March 2019, an important amendment to the Civil Code comes into force, providing for the possibility of validating actions by a “false” corporate body. Up to now, such a possibility has applied only to actions by a “false” attorney-in-fact.

The Court of Justice has ruled that under the EU principle of freedom of establishment, transfer of the registered office of a Polish company abroad within the European Economic Area cannot be conditioned on conducting liquidation of the company in Poland.

Can public companies and others operating on a large scale and needing to restructure their debt take advantage of in-court restructuring using the mechanisms in the Restructuring Law?

With economic globalisation, foreign investors often decide to pay capital contributions to Polish companies in foreign currencies. This raises the question of how to convert these amounts into Polish currency.

The main provisions of the Restructuring Law of 15 May 2015 enter into force on 1 January 2016. It will serve one of the foundations of commercial law in Poland, enabling effective restructuring of insolvent enterprises.

Systemic amendments to Poland’s Bankruptcy & Recovery Law enter into force on 1 January 2016.