Wiktor Zborowski | In Principle

The Polish Commercial Companies Code allows mergers of both companies and partnerships, except that a partnership (other than a joint-stock limited partnership) cannot be the acquiring entity or newly incorporated entity. For mergers of companies, the procedure begins with agreement of a merger plan. The necessary elements of the merger plan and annexes are listed in the regulations, but the wording is not clear. Mistakes in preparing the merger plan may cause the court to refuse to register the merger. In this article, we focus on doubts regarding the methods of valuing the assets of the acquired and acquiring companies during the merger of companies by acquisition.

Poland’s Commercial Companies Code allows for conversion of a joint-stock company (SA) into a limited-liability company (sp. z o.o.), but many formalities are required and not always clearly regulated. Mistakes at any stage of the process may result in the court refusing to register the conversion. In this article, we describe the stages of the process and selected practical issues that may arise.

The amendments to Poland’s Commercial Companies Code which entered into force on 13 October 2022 standardised the calculation of the terms of management board members, introduced new duties to take minutes of management board and supervisory board meetings in limited-liability companies, and expanded the catalogue of offences resulting in a ban on serving as a member of corporate bodies or as a receiver or commercial proxy. The question is whether the amendment will have a positive impact on the functioning of corporate authorities.
The amendments to Poland’s Commercial Companies Code which entered into force on 13 October 2022 standardised the calculation of the terms of management board members, introduced new duties to take minutes of management board and supervisory board meetings in limited-liability companies, and expanded the catalogue of offences resulting in a ban on serving as a member of corporate bodies or as a receiver or commercial proxy. The question is whether the amendment will have a positive impact on the functioning of corporate authorities.

Commercial partnerships, including limited partnerships, operate in principle on the basis of mutual trust and close cooperation between the partners. The composition of a limited partnership is most often fixed, but this does not mean that the partnership has to be dissolved whenever a partner decides to leave. There are several possibilities for a partner to withdraw from a limited partnership. Two of them are provided for expressly in the Commercial Companies Code, but they may prove inadequate to the dynamic needs of commercial practice. The third, non-code way of leaving a partnership, however useful, raises some doubts.

The Commercial Companies Code contains rules facilitating mergers of companies where there are few owners and little risk of harm to stakeholders, and thus the law allows certain provisions to be waived. But it is essential to apply the regulations properly so that the merger is carried out effectively and can be entered in the National Court Register.

The act amending the Commercial Companies Code which will come into force on 13 October 2022 not only establishes rules for the operation of formalised corporate groups, but also modifies some rules for the functioning of corporate bodies of companies, including supervisory boards. The question is whether the change will have a positive impact on the work of supervisory bodies.

In the case of an increase in the share capital of a limited-liability company, a shareholder subscribing for new shares or an increased par value of existing shares must file a declaration on subscribing for the new shares or the increased par value. This applies to both an existing shareholder and a new shareholder just joining the company. But there are some uncertainties associated with this obligation.