Changes to commercial companies law at the turn of the year

9 January 2023 | Knowledge, News, The Right Focus

In 2022, the Commercial Companies Code has undergone significant changes, including the introduction of the so-called holding law laying down the principles of operation of groups of companies, which we wrote about in the ‘Controversial Amendment to the CCC’ article. Further changes to the Code are expected at the turn of 2022, the most important of which are discussed below.

Digital tools and processes in corporate law

The amendment, being an implementation of Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law, entered into force on 15 December 2022.

The lawmakers have introduced a regulation enabling limited liability companies in the process of formation to:

Settle payments for shares via an online transaction, and
Provide proof of such transaction to a payment account maintained by a bank providing its services in an EU/EEA state.

In practice, this provision will enable such a company to open an account into which payment for the share capital can be made.

It is worth noting that such manner of payment will not be obligatory in every case, including due to the need to respect the consensual will of shareholders as regards a different manner of making contributions to the share capital.

According to the explanatory memorandum to the draft, such provisions are also intended to counteract situations where financial institutions required limited liability companies in the process of formation, wishing to open a bank account, to provide proof of their entry in the register. Such practices hindered the process of company formation.

A broader implementation of Directive 2019/1151 was not necessary, as Polish law already provides for online formation and registration of companies, and to a greater extent than required by the aforementioned directive.

The Commercial Companies Code has provided for the incorporation of limited liability companies online, via the S24 system since 2012. Since 2015, it has also been possible to establish general and limited partnerships in this way.

Cross-border conversions, mergers and divisions of companies

On 8 August 2022, a bill was published to implement Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border transformations, mergers and divisions.

The changes, expected to enter into force on 31 January 2023, will include:

introducing simplified mergers and a new type of division – “division by separation”, modelled on the solutions previously available in cross-border procedures,
granting full merger and division capacity to limited join-stock partnerships, and
simplifying company reorganisation procedures.

The regulations of the bill are further intended to contribute to the exchange of information on disqualifications of directors between the registers of EU (EEA) Member States in order to enhance the security of trading within the single market.

The exchange of information will concern relevant data collected in the National Criminal Register (Krajowy Rejestr Karny), the Register of Insolvent Debtors (rejestr dłużników niewypłacalnych), the National Debtors Register (Krajowy Rejestr Zadłużonych) and a list provided by the Financial Supervision Authority (Komisja Nadzoru Finansowego).

Any questions? Contact the authors

Rafał Rapala

Dominik Karkoszka

Adam Czarnota

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