KG LEGAL \ INFO
BLOG

AMENDMENT OF THE POLISH COMPANIES CODE – IMPORTANT CHANGES FOR CORPORATIONS OPERATING IN POLAND

On October 13, 2022, there will enter into force changes to the Polish Commercial Companies Code, which will have influence on corporations operating in Poland, particularly from the perspective of holding law, regulations increasing the powers of supervisory boards and imposing additional obligations on the management boards of capital companies. The changes are introduced by the latest amendment to the Polish Code of Commercial Companies and Partnerships of February 9, 2022, published on April 12 in the Journal of Laws (Journal of Laws, item 807).

The changes contained in the amendment are important both for the owners of entities (shareholders), as well as for members of supervisory boards and members of management boards.

The amendment of the Polish Commercial Companies Code introduces the concept of a group of companies, according to which the group of companies is a parent company and a company or subsidiaries that are capital companies, following the resolution on participation in a group of companies by a common strategy to pursue a common interest (interest of a group of companies), justifying the exercise of by the parent company of uniform management of the subsidiary or subsidiaries. The consent to participate in the group of companies with the indication of the parent company will be expressed by the shareholders’ meeting or the general meeting of the subsidiary by a three-fourths majority of votes. Participation in a group of companies will be disclosed in the national court register by the parent company and the subsidiary.

The parent company will be entitled to issue binding instructions (in writing or electronically) to the subsidiary, if it is justified in the interest of the group of companies and if specific provisions do not provide otherwise. The execution of a binding instruction will require a prior resolution of the company’s management board, and a resolution on its non-execution may be adopted only in specific cases (e.g. when it may result in the insolvency of the subsidiary).

Importantly, a member of the management board, supervisory board, audit committee and liquidator of the subsidiary company will not be liable for damage caused by the execution of a binding instruction. The amendment also introduces regulations regarding the possibility of purchasing shares or stocks of minority shareholders. Willingness to sell-out will be able to be expressed by shareholders representing less than 10% of the share capital.

The amended Companies Code also specifies the method of calculating the term of office of the company’s bodies – the term of office is calculated in full financial years, unless the articles of association provide otherwise. In addition, the amendment strengthens the role of the supervisory board, giving it, inter alia, the right to request that the supervisory board be forwarded immediately, not later than within two weeks from the date of submitting the request to the authority or the obligated person, documents, information, reports, unless the request specifies a longer period. The management board may not restrict the members of the supervisory board from accessing this information.

The Supervisory Board will be obliged to notify the statutory auditor of the date of the meeting, the subject of which will be the company’s reports on the company’s operations, it will also be able to appoint a supervisory board committee consisting of supervisory board members to perform specific supervisory activities.

The management board not only in a joint-stock company or a simple joint-stock company, but also in a limited liability company will be required to officially record the progress of each of its meetings (in the form of minutes). Some limited liability companies (typically with extended shareholding structure) already do it, but the vast majority of them record only when they have to (in some situations, when they are mandated by regulations). In practice, the amended regulations will force changes in the entire organization, they will also affect the course of the purchasing process, the process of concluding all contracts, investments, finances.

  • Publication date: June 24, 2025 Origin and meaning of the term The name “yellow trade unions” itself may have at least two sources. According to one, it refers to the “yellow dog clauses”, which in the past referred to provisions of employment contracts prohibiting joining trade unions. Another possible etymology was the workers’ organizations operating […]
  • Publication date: June 23, 2025 In court practice, we increasingly encounter situations in which parties present so-called private opinions – studies / memoranda / reviews / analyses prepared by specialists in a given field, but who are not court experts appointed in a specific case. This phenomenon has become particularly important in technically complex cases, […]
  • Publication date: June 23, 2025 Regulations on the safety of food contact materials and limiting the impact of plastics on the environment Regulation (EC) No 1935/2004 and Directive (EU) 2019/904 are two key pieces of legislation that aim to protect public health and the environment, focusing on materials and articles intended to come into contact […]
  • Publication date: June 23, 2025 Due to the constantly advancing digitalization of practically all aspects of our lives, in order to ensure the development of technologies such as those based on artificial intelligence (AI), their creators need to collect qualitative personal data. Thanks to them, algorithms will be able to lead to the desired end […]
  • Publication date: April 07, 2025 One of the most frequently raised topics in public debate is the problem of the minimum wage. This is undoubtedly due to the fact that the issue concerns all employees and employers. The minimum wage is the legally established lowest permissible level of monetary remuneration for hired work. In accordance […]
  • Publication date: June 18, 2025 What is the flat-rate tax. Lump sum taxation of income is described in the Corporate Income Tax Act of 15 February 1992. According to Article 19 of the Polish CIT Act, the lump sum tax rate is 19% of the tax base, unless the Act provides otherwise. The Act also […]
  • Publication date: June 18, 2025 In the era of digitalization and the growing role of data in the economy, patients’ medical information is becoming not only the subject of legal protection, but also a significant economic resource. Sensitive data – including treatment history, diagnoses, test results or genetic information – is increasingly treated by entities […]
  • Publication date: June 18, 2025 Until recently, under US law, images generated entirely by artificial intelligence could not be protected by copyright. The US Copyright Office (USCO) maintains that copyright protection is only available to works in which the process involves significant human input. In late January 2025, the USCO made a revolutionary decision in […]
  • Publication date: June 18, 2025 DAC 7 Directive in the Polish legal system The so-called DAC 7 Directive concerns the reporting of online trade. According to recital 20 of Council Directive (EU) 2021/514 of 22 March 2021 amending Directive 2011/16/EU on administrative cooperation in the field of taxation, the purpose of the regulation is to […]
  • Publication date: June 17, 2025 One of the absolutely key issues in running any business is the accounting of revenues and costs. Based on Polish legal regulations and established accounting practices, various accounting documents are used to document business transactions. In the context of contractual penalties, we most often deal with two types of documents […]
UP