Category: Bez kategorii

We are pleased to inform you that our Law Firm is one of the co-authors of “Lexology GTDT: Market Intelligence – Shipping 2020” – a comprehensive legal guide with a perspective on the conditions and regulations concerning the shipping market in Poland. The article discusses present day problems connected to shipping and the global trends affecting the Polish maritime sector, specifically focusing on the current state and the overall outlook of the shipping industry.

 

You are welcome to download the article from the link: http://rgcolegal.com/z8cq5fxa10/2020_MI_Shipping_Poland.pdf.

In accordance with the proposed changes contained in the project of the Act amending the Act – the Code of Commercial Companies and certain other acts, new regulations are going to be introduced in capital companies with the view to strengthen surveillance in capital companies.

The proposed changes should increase the efficiency of corporate supervision carried out by the supervisory boards of capital companies, and this in turn could contribute to reducing the risk associated with the business activities of these entities, as well as eliminating recurring cases of abuse related to the business operations of companies.

The grounds for the proposed change (which are available on the website of the Government Legislation Centre) indicate that it is the body of the supervisory boards which will exercise all ongoing supervision over the activities of capital companies. Granting supervisory boards of capital companies additional controlling powers could, therefore, contribute to an improvement of the perception of these entities from the perspective of domestic and foreign capital donors.

The project for strengthening surveillance in capital companies includes, among other things, imposing the obligation to provide specific information to the supervisory board by the management board upon the management board’s own initiative; the right of the supervisory board to request the preparation or submission of information, documents, reports, or explanations; the introduction of an advisor to the supervisory board; the requirement to obtain the consent of the supervisory board in order to conclude any transaction of significant value, as well as the introduction of the principle of a business assessment of a given situation.

The draft of the Amendment to the Commercial Companies Code was submitted for public consultations on 5^th August 2020 and these consultations will last for 45 days from the date of publication of this draft in the Public Information Bulletin. However, according to the content of Article 6 of the Amendment to the Commercial Companies Code, this act will enter into force three months after its announcement.

 

/ADK/

On 1^st August 2020, the Act of 12^th April 2018 on the registration of yachts and other vessels up to 24m in length (hereinafter: the “Act“) entered into force.

The Act defines the obligation for registration for each yacht or vessel used for amateur fishing (which is at least 7.5m long or mechanically propelled with a power of at least 15 kW), fishing vessel, or vessel used for sailing outside the territory of Poland, provided that the above-mentioned vessels do not belong to any country other than Poland.

However, human-powered vessels are not subject to this mandatory registration.

The registration authority is the “starost” or the relevant Polish sports association. In order to register a vessel, the owner has to submit an application for the registration and the issuance of the registration document to the appropriately selected registration authority. When registering a vessel, the authority will provide the vessel with an individual identification number (INI) which cannot be changed during the vessel’s lifetime, as well as issuing a verification mark. It is the duty of the vessel’s owner to apply the verification mark on the vessel without delay.

Should the owner of the vessel failure to comply with the obligations imposed by the Act, or provide false information to the registration authority, said owner will be liable to a fine.

 

/JF/

Entrepreneurs conducting business activities in the form of commercial companies should submit information about any natural persons exercising direct or indirect control over their company to the Central Register of Real Beneficiaries before 13 July 2020.

Foreign companies operating in Poland as branches of parent companies are exempt from this registration, whereas companies undergoing liquidation or bankruptcy proceedings still have to fulfil this obligation.

Applications need to be completed via the government platform by signing the application form with an ePUAP signature, or electronic signature.

 

/ADK/

The amendments, which were specified in the Act of 9^th August 2019 concerning amending the Act on Value Added Tax (VAT) as well as certain other acts came into force on 1^st July 2020. The amendments introduced a new scope for the application of the reduced VAT rates of 8% and 5%, as well as providing protection for taxpayers in the form of information concerning the binding rates.

Under the new legal regulations, taxpayers will have the possibility to obtain additional protection by requesting information concerning the binding rates which will be issued by the director of the National Tax Information Office. This information was issued in the past, but it is only since 1^st July 2020 that it finally became binding, not only for those taxpayers who asked for this information, but also for any taxpayer who wishes to use it in the future.

This new regulation also unifies the tax rates for specific product groups which, at present, have goods from within the same category sometimes being taxed at different rates, e.g. bread, or fruit.

Also from 1^st July 2020, goods for VAT purposes which were previously marked using the Polish Classification of Products and Services (PKWiU 2008) will now be marked using the Combined Nomenclature (CN), or the Polish Classification of Construction Objects (PKOB).

The abovementioned amendments have been prepared for application since 1^st April 2020; however, in accordance to the Act amending the Act on Special Solutions related to the Prevention, Counteracting, and Combating of COVID-19, other Infectious Diseases and the Resulting Crisis Situations, and Certain Other Acts of 31^st March 2020, this deadline was extended to 1^st July 2020.

 

/ADK/

A new article – Article 65a of the Code of Petty Offenses – was introduced under Article 2 of the “Act on the modification of the Act on specific solutions related to the prevention, counteraction, and combating of COVID-19 and other infectious diseases, and the crisis situations caused by them and other Acts” of 31st March 2020. This new article states that “whoever intentionally fails to comply with either a police officer or border guard officer’s instructions, on the basis of law, concerning specific orders of behaviour, or prevents or significantly impedes the performance of these officers’ official duties, is punishable by detention, restriction of liberty, or fine.” This provision entered into force on 31st March 2020.

This petty offense is a new criminal act and can only be committed intentionally. The introduction of this provision into the legal order is aimed at ensuring the effectiveness of the actions of Police or Border Guard officers, not only during the present epidemic, but also during the officers’ implementation of their ordinary statutory tasks.

The application of this new prohibiting act has not been limited in time, specifically not just for the duration of the epidemic status in this country. However, the introduction of the provision of Article 65a is associated with the introduction of various restrictions related to the COVID-19 virus.

 

/ADK/

As a result of epidemic situation existing in the territory of the Republic of Poland, Article 14 paragraph 1 has been introduced into the “Act on specific solutions related to the prevention, counteraction and combating of COVID-19 and other infectious diseases and crisis situations caused by them” of 2^nd of March 2020. This article states that road carriers are not liable for any damage caused in connection with the justified actions of the public authorities aimed at preventing the spread of the infectious disease COVID-19; specifically that road carriers are not liable for the lack of transport possibilities.

The abovementioned provision only applies to national carriage. Repeatedly stopping transport which is associated with border controls at international borders concerns international transport which is primarily governed by the provisions of the Convention on Contracts for the International Carriage of Goods by Road, the (CMR Convention).

In accordance with the general provisions of the CMR Convention, and specifically in accordance with Article 17 paragraph 2 of the CMR Convention, a carrier is released from liability for a delay in delivery, if this delay is caused by circumstances which the carrier could not avoid and the consequences of which could not be prevented by the carrier. Both these conditions must be fulfilled jointly. In accordance with Article 18 paragraph 1 of the CMR Convention, the existence of these circumstances must be proven by the carrier which relies on them.

Please note that no provisions have, as yet, been introduced which specify the legal consequences of the COVID-19 pandemic on a carrier’s liability for a delay in international carriage.

 

/ADK/

 

May you be blessed with succes, prosperity and happines always!

 

The RG & Co. team

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.

 

/AG/

In conjunction with the introduction of the epidemic status in the territory of the Republic of Poland, and the periodic border control which is related to this epidemic status, the Ministry of Maritime Economy and Inland Shipping has undertaken actions to minimise the occurrence of any possible negative effects on the inland navigation industry.

The Ministry has requested the relevant state authorities to exempt the inland waterway vessels from the 14-day quarantine, and to allow inland waterway vessels to cross the border with the Federal Republic of Germany on the Oder. At the same time, the Ministry has started consulting on a program of proposals concerning solutions for the assistance program for Polish inland carriers with the Polish Inland Shipowners Association.

These activities, which have been undertaken by the Ministry of Maritime Economy and Inland Shipping, strive to ensure an uninterrupted supply chain and provide protection for the economic situation of employees and employers in the inland navigation sector.

 

/ADK/