Duties of the management board of a limited-liability company in the process of share transactions
Sale or encumbrance of shares in a Polish limited-liability company requires the management board to take certain actions, including entry of changes in the share ledger and, in some cases, consent to the transaction.
Lack of due diligence is not an unlawful act
A management board member’s failure to apply due diligence does not result in liability to the company without a specific unlawful act causing injury to the company.
Outsourcing bookkeeping services
What are the obligations, barriers and costs that an existing company must deal with before beginning to provide accounting services as an additional business for outside entities?
Easier to merge or spin off companies
An amendment to the Commercial Companies Code went into effect on 27 October 2011, simplifying and shortening the procedures for corporate mergers and divisions, including cross-border mergers.
The company that swallowed its own tail
When acquiring shares it is important to examine whether either of the parties is a parent or subsidiary of the other. The existence of such ties may significantly restrict the acquirer’s share rights or even prevent effective acquisition of the shares.
Conversion of a sole trader into a capital company
It is now possible for a person conducting business as an individual to convert the business into a single-shareholder company, carrying over most elements of the existing business—except tax breaks.
Company not criminally liable for an offence by the management board
A collective entity may not be held responsible for a crime committed by the members of its managerial authorities.
Identification requirements for corporate letterhead
The Commercial Companies Code requires companies to identify themselves in commercial dealings by providing specific information about the company. Failure to do so may have serious consequences for the individuals responsible.
Take a break from business
If business operations are not generating the expected profits, instead of closing down the business it is possible to suspend operations for a certain period. How should one go about this in a legal and effective manner?
Amending the articles of association when the company is still in organisation
The Polish corporate code says the articles of association of a limited-liability company in organisation may be amended by a shareholder resolution, but the Supreme Court says a shareholder agreement is required.
When a corporate manager may be held criminally liable for pollution
Criminal liability for unlawful acts detrimental to the environment may be imposed not only on a company, but also on its managers.
Exercise of share rights by the acquirer of registered shares
Can the buyer of registered shares fully exercise all share rights immediately upon acquisition of the shares?
