The President Signs Amended Code of Commercial Companies

by Oskar Lindner and Laura Sopata ​

6 April 2022 

The Polish president has signed the amended Code of Commercial Companies. The amended act will enter into force 6 months after publication.

The most important changes concern the holding laws and corporate governance, which will be introduced into Polish legislation.

Key changes:

• the role of dominant companies in corporate groups will be strengthened and the concept of "group interests" will be introduced;
• company's interests will be separated from shareholder's interests;
• binding instructions as to the management of subsidiary's affairs will be introduced;
• shares of shareholders representing even as much as 25% of share capital may be bought out forcefully;
• new powers for supervisory boards;
• criminal sanctions for management board members, employees and advisers of companies.

The amended act strengthens the supervisory powers of supervisory boards over management boards. Management boards will have to provide supervisory boards with detailed information about the company without request. The amending act requires the binding instructions as to the management of the subsidiary's affairs to be issued in writing or in electronic form.

It also allows forced buy-out of shareholders who hold 10% of shares. The articles of association may increase that threshold up to 25%. Listed companies may still buy out shareholders holding no more than 5% of voting rights, and private companies – those who hold 25%.

In addition to the new powers for supervisory boards, the new legislation introduces standing and ad hoc committees as well as a Supervisory Board Counsellor. A company will be able to e.g. pass a resolution to investigate a matter concerning its business or property at the company's expense. The counsellor may also be appointed to draft certain analyses or opinions.
 
Do you have any questions about the amended Code of Commercial Companies? You are welcome to contact Rödl & Partner experts.