Purchasing an organized part of an enterprise is a capital-intensive venture. Hence the buyer must take a number of steps to assess the profitability of such an investment. He must also be aware of the possibility of taking responsibility for the obligations. Pawel Dyrduł, lawyer from law office KG Legal Kiełtyka Gładkowski Sp.p with its registered office in Krakow, discusses the issue of disposal and purchasing an organized part of the company.

The organized part of the enterprise

To define, find out what the organized part of the business should be starting with the general definition of the company, which is contained in Article 55¹ of the Civil Code. An enterprise is an organized set of intangible and tangible components designed to run a business. These compositions include in particular: the name of the company, real estate and movables, acquired rights, claims, cash, licenses, licenses, permits, patents, business secrets, accounting records, documents and other components. The above definition (rule) explicitly states that an enterprise is intended to run a business.

On the basis of the definition of the company, the conclusions on the definition of its organized part can be drawn. Simply put, an organized part of the enterprise will be its separated part, which will holds own set of intangible and tangible components.

A similar thinking had the legislator constructing the provisions of the Personal Income Tax Act and the Law on Value Added Tax. In both of these laws (Article 5a (4) of the PIT Act, Article 27 (27e) of the VAT Law), there are very similar definitions of an organized part of an enterprise. An organized part of an enterprise is an organizationally and financially independent group of tangible and intangible assets, including liabilities, that are intended to carry out specific economic tasks, and which at the same time could be an independent undertaking performing these tasks independently. It is worth noting that this organized part can be a de facto separate enterprise.

The organized part of an enterprise cannot in principle be a future thing. When it comes to it, when the buyer decides to buy, it must already exist in the structure of the company, i.e. it must be separated.

Purchasing of an organized part of an enterprise also has an effect on its affiliation.

More

Occurrence of standard agreement in business transactions is already a common practice. Companies in most contracts concluded with their contractors use the previously developed standard agreement. Pawel Dyrduł, lawyer from law office KG Legal Kiełtyka Gładkowski Sp.p with its registered office in Krakow, discusses the issue of using this “instrument” in business transactions.

A standard agreement

There is no legal definition of a standard agreement in the Polish legal system. However, on the basis of legislation and economic practice, one can attempt to define this concept. The standard agreement will be understood as contranct previously made by the contractor, which will, in principle, be identical for each client. This a standard agreement can thus be repeatedly used by the trader to conclude an agreement with a contractor. A standard agreement refers to a contract whose terms are to remain constant. Changes which only be made are the contractor’s data, the date of conclusion of the contract. Currently, the practice of using a standard agreement in business is very common. For example, banks, insurance companies, telecom operators, electricity providers, etc. are developing and using a standard agreements.

More

Starting from 9 July 2018 – shorter limitation period of claims in Poland – only 6 years, instead of 10 years.

Deadlines

The Polish Civil Code has undergone significant amendments. The most important change as a result of the amendments is the change in the statutory limitation periods of claims. The current ten-year limitation period for property (monetary) claims will be 6 years. However, the limitation periods for claims for periodic and business-related claims will still be 3 years, hence it does not change.

Changes for consumers

The amendment of the Civil Code introduces a different position of the entrepreneur and the consumer, defining the second as a weaker party of legal relations and establishing separate regulations for limitation of claims in respect of consumers, thus improving their legal situation. The new law will no longer allow an entrepreneur to satisfy the claims against the consumer after the expiration of the limitation period. However, there has been added the possibility of the court not to take into account the expiry of the limitation period against the consumer, if the principle of fairness requires it. In such case, the court will have to consider: the length of the limitation period, the time from the expiration of the limitation period to the date the claim was made and the nature of the circumstances that caused the claimant not to make the claim.

The modified legal provisions also include the regulation concerning the sale of second-hand goods to a consumer. The new regulations set forth that the limitation period for claims under warranty cannot end before the lapse of two years from the date of delivery of the item to the buyer.

More

Deadlines

The Polish Civil Code has undergone significant amendments. The most important change as a result of the amendments is the change in the statutory limitation periods of claims. The current ten-year limitation period for property (monetary) claims will be 6 years. However, the limitation periods for claims for periodic and business-related claims will still be 3 years, hence it does not change.

Changes for consumers

The amendment of the Civil Code introduces a different position of the entrepreneur and the consumer, defining the second as a weaker party of legal relations and establishing separate regulations for limitation of claims in respect of consumers, thus improving their legal situation. The new law will no longer allow an entrepreneur to satisfy the claims against the consumer after the expiration of the limitation period. However, there has been added the possibility of the court not to take into account the expiry of the limitation period against the consumer, if the principle of fairness requires it. In such case, the court will have to consider: the length of the limitation period, the time from the expiration of the limitation period to the date the claim was made and the nature of the circumstances that caused the claimant not to make the claim.

The modified legal provisions also include the regulation concerning the sale of second-hand goods to a consumer. The new regulations set forth that the limitation period for claims under warranty cannot end before the lapse of two years from the date of delivery of the item to the buyer.

More

KG LEGAL KIEŁTYKA GŁADKOWSKI discusses legislative changes that take place in the tourism industry in connection with the new act that introduces new EU regulations into Polish law. These changes relate primarily to the terms of offering, selling and implementing tourist events and related travel services on the territory of the Republic of Poland, as well as abroad and requirements towards the Polish Tourism Guarantee Fund.

Link to the article: http://mojafirma.infor.pl/zakladam-firme/biuro-podrozy/778111,Nowe-prawo-branzy-turystycznej-od-1-lipca-2018-r.html

More