NEWS

23.01.2020

Website obligation for all joint-stock companies and limited joint-stock partnerships

From 1st January 2020, all joint-stock companies and limited joint-stock partnerships which are in the business of trading now have a new, additional obligation to have their own websites.

The amendment to the Commercial Companies Code which was set in 30th August 2019 introduces a regulation concerning “joint-stock companies and limited joint-stock partnerships running their own websites as well as also publishing on said websites in the places designated for communication with their shareholders, all and any announcements which are required by law, or by their statutes.”

The announcements published on the website should include those listed in Article 206 § 1 of the Commercial Companies Code such as information about the company, the registered office and address of the company, the KRS number, the competent registry court, the NIP number, and the amount of the company’s share capital. Additionally, the company should publish information about any anticipated Annual General Meetings (AGM), drafts of resolutions, financial statements, and opinions of statutory auditors.

In the case of a failure to provide the relevant information concerning an AGM, any shareholder who is absent from this AGM will obtain the basis for filing a petition for the nullification or revocation of the adopted resolution.

Furthermore, for a lack of current information, or for providing spurious information, the registration court can punish the management board members authorised to represent the company with a fine of PLN 5,000.

The explanatory memorandum to the amendment indicates that this solution should improve the protection of minority shareholders’ rights and should limit the risk of a shareholder not being informed about issues that are important to them. Running such a website will not replace the requirement to publish announcements in the Court and Economic Monitor.

The website address should be reported to the National Court Register.

 

 

/ADK/

09.01.2020

Simple public limited-liability company, as a new type of capital company

On March 1, 2020, the Act amending the Commercial Companies Code enters into force. The main change is the introduction of a new type of capital company into Polish law. The Polish legislator has introduced a simple public limited-liability company (PSA for short) in addition to a limited liability company, and a public limited-liability company. A PSA combines the features […]

03.12.2019

Change of legal qualification of a claim as a basis for overruling a judgment (CMR Convention and tort liability)

In a commercial proceedings for payment of compensation for alleged improper performance of a contract of carriage, our Law Firm represented a large international road carrier acting as the defendant (consignor). The proceedings concerned a claim for damages demanded from our client by an actual carrier punished with an administrative penalty for performing the transport without the required permit. […]

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