The amendment to the Polish Commercial Companies Code resulting from the impact of the COVID-19 epidemic on corporate governance


02.04.2020 r.

The amendment to the Polish Commercial Companies Code resulting from the impact of the COVID-19 epidemic on corporate governance

At this time of the epidemic’s impact on entrepreneurs’ economic situations and the noticeable stagnation on the economic market, as well as the legal solutions which were introduced in connection to this epidemic (which are now being widely discussed in the media and press articles), it is worthwhile giving some attention to the situation concerning the current functioning of companies which, after all, cannot afford to cease their corporate activities.

As a result of the epidemiological situation in Poland, on 31 March 2020 the Polish Parliament adopted the act amending the Act on special arrangements for the prevention, countering and combating of COVID-19, other infectious diseases, and the crisis situations caused by them, as well as certain other acts which, through the provisions of Article 27, have amended the Polish Commercial Companies Code. The introduced solutions are primarily aimed at enabling the bodies of capital companies to be able to meet and adopt resolutions by use of distance communications.

The new regulations concerning limited liability companies now make it possible for management board members to meet by means of direct remote communication. The new regulations also allow for resolutions to be adopted either in writing, or by using the aforementioned means of communication, as well as for members of management boards to be able to adopt resolutions by casting their votes in writing through other members of their management board. All of these solutions are applicable unless otherwise stated in the articles of association.

A similar solution has also been adopted in relation to the rules for participating in supervisory board meetings, allowing voting in writing through another member of the supervisory board during the adoption of resolutions, as well as adopting resolutions in writing or using distance communication as long as, in both cases mentioned, the articles of association do not stipulate otherwise. An important change is also the possibility to adopt resolutions in the abovementioned modes in relation to the election of the chairman and vice-chairman of the supervisory board, the appointment of members of the management board, as well as the dismissal and suspension of these persons.

Article 2341 concerning participation in shareholders’ meetings by use of electronic means of communication which was introduced in September 2019 to the Polish Commercial Companies Code, has also changed and now currently stipulates slightly different conditions for holding meetings, including the conditions required for supervisory boards (or partners) to establish the rules of participation in shareholders’ meeting. In addition, when these bodies plan to assemble using electronic means of communication, the requirement was introduced that information within the convening notice would have to indicate the manner of participation, the method of communication during the meeting, and the way in which members can exercise their voting rights and raise objections towards any resolutions being adopted at the time of the meeting itself.

It is also worth noting that article 98 § 1 of the discussed Act has additionally introduced the possibility of applying amended provisions in relation to participation in shareholders’ meetings in accordance with article 2341 of the Polish Commercial Companies Code. This also applies in relation to meetings convened before the date this Act entered into force, provided that the person who convoked them decided to carry it out in this manner, and informed about it in the manner stated for convening shareholders’ meetings no later than four days before the day of the meeting.

Regulations of a similar nature to those relating to limited liability companies were also adopted in relation to join-stock companies.

All of the above-described changes were introduced into the Polish Commercial Companies Code which entered into force on the day of the promulgation of the Act, i.e. 31 March 2020.