Important changes in Polish company law as of 1 March 2019

Important changes in Polish company law as of 1 March 2019

Polish Commercial Companies Code:

  • The freedom of the resignation of a member of the company's management board has been restricted if such resignation would result in failing to replace the position of the member of the management board of the company (i.e. single-member management board, resignation by all members at the same time). In order for the resignation to be effective, the member of the management board must convene a shareholders meeting, attach his or her resignation to the invitation and perform the function until the date of the meeting (analogously in the joint-stock companies, if there is no properly staffed supervisory board).

  • The principles of the approval of the annual statements and reports by the shareholders of the limited liability companies have been facilitated by enabling the adoption of the written resolutions, i.e. without holding the shareholders meeting in Poland (in so-called ,,circular mode”).

  • The term of the dividend-day has been clarified and in a situation when a company has suffered a loss or did not achieve an adequate level of profit in a given financial year, the rules of repayment of the advance payments by the shareholders have been defined.

Polish Civil Code:

The rules of confirming agreements concluded by a person acting as a body of a legal person (i.e. as a member of the management board) without or exceeding the scope of the authorisation (the so-called “false authority") have been regulated. In such a situation, the validity of the agreement depends on its confirmation by the legal person on whose behalf the agreement was concluded (usually by the current management board).

Keywords TaylorWessing