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Good to know Holding laws in Poland – new regulations

Holding laws in Poland – new regulations

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​by Joanna Wcisło-Jaśkowska

30 September 2022


New holding laws in Poland will come into force on 13 October 2022. The regulations concerning holdings will be added to the Code of Commercial Companies (CCC).

Holding laws create an opportunity for corporate groups to strengthen the economic interest of the entire group and adjust operations of subsidiaries to achieve that. This will be possible thanks to e.g. the following holding law regulations:

  • the holding company may issue binding instructions to the group's subsidiaries on how to conduct their affairs;
  • the holding company may examine the subsidiary's books and documents at any time;
  • the supervisory (or management) board exercises permanent oversight of the subsidiary's pursuit of the group's interests;
  • the formation of a corporate group requires a formal resolution – subsidiaries have to pass a resolution on joining a group and then both the holding company and the subsidiary have to report the membership in a corporate group to the National Court Register;
  • profit transfer agreements signed between a holding company and a subsidiary before 13 October 2022 would need to be revised because the old Article 7 of the CCC concerning profit transfer agreements has been repealed;
  • liability of management board members who act in the corporate group's interest is excluded if a resolution on performing a binding instruction has been passed;
  • the holding company may buy out shares of minority shareholders in subsidiaries;
  • new obligations of management board members in respect of board meetings – resolutions passed by the management board will need to be recorded and the minutes will have to be signed by at least one board member;
  • supervisory boards have been given new powers – they may appoint a standing or ad hoc committee to perform specific supervisory tasks and may appoint an adviser to the supervisory board to investigate a specific issue concerning the company or its assets.

These are just a few examples of the amended laws. What challenges lie ahead? 

We encourage you to read our e-brochure: Holding laws in Poland.

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