Spółki

The draft amendment to the Commercial Companies Code and certain other laws proposed by the Ministry of State Assets has now completed the consultation phase. According to the Ministry itself, this is the largest amendment to the Code since its enactment twenty years ago.

The draft amendments essentially focus on three broader issues. The first is the introduction of regulations concerning so-called groups of companies. The second portion of the changes covers the supervisory board in capital companies. The third one is aimed at modification of certain provisions containing interpretation doubts.

The new definition of a holding company

Regulations concerning groups of companies are a novelty in the Polish legal system, which is why they are created completely from scratch. The new regulations contain a definition of a group of companies (holding) and several provisions aimed at standardizing the functioning of such groups. A company’s membership in a group will be subject to disclosure in the registration files, and a parent company will gain far-reaching authority to influence its subsidiary. It will be able to issue binding instructions to the subsidiary and, provided that it holds at least 75% of the share capital, it may even independently amend the articles of association or articles of association of the subsidiary.

New functions of the Supervisory Board

Significant changes also apply to the functioning of Supervisory Boards in joint-stock and limited liability companies. This body will have more powers. In both companies, the boards will be able to appoint advisors on their own. Additionally, in a joint-stock company, its management board will be obliged to provide the Supervisory Board with regular information on the company and its operations. Extension of the Board’s powers will be connected with the obligation to present an annual report on its activities to the general meeting, as well as with adjustment of potential criminal liability of members of the company’s Supervisory Board to the new regulations.

New interpretations of the code

Apart from the aforementioned, the purpose of the amendment is also to resolve interpretation doubts in certain provisions of the Code. As an example, it may be pointed out that the term of office under the Code of Commercial Companies (KSH) will be calculated in full financial years, which has been the subject of disputes so far.

The planned amendments are expected to come into force in the second half of this year, so there may still be further modifications. However, already it may be concluded that this extensive amendment will significantly affect the functioning of some entities, in particular capital companies.