Category: Bez kategorii

On 1^st March 2019, the amendment provided for in the Act of 9 November 2018 amending certain acts in order to introduce simplifications for entrepreneurs in the tax and economic law entered into force. Based on the above-mentioned law, into the Commercial Companies Code has been added new Article 195 § 1¹.

In accordance with the new regulations, if in a particular financial year an advance payment towards the expected dividend was paid to shareholders and the company recorded a loss or made a profit in the amount lower than the advance payments, the shareholders return the advance payments in:

1. completely – in the case of recording a loss, or
2. part corresponding to the amount exceeding the profit attributable to the shareholder for a given financial year – if the profit is lower than the advance payments on account of the expected dividend.

Regarding to Joint Stock Company, the legislator has refrained from making any changes in above-mentioned area.

 

/JF/

On 18^th January 2019 BIMCO, the world’s largest international shipping association, published annual report named “Dry Bulk Terminals Vetting Report”. The report collected input from 144 ships covering 381 terminals.

The questionnaire consists of 36 specific questions divided into the following five main categories:

1. mooring and berth arrangements,
2. terminal services,
3. terminal equipment,
4. information exchange between the ship and the terminal,
5. loading and unloading handling.

In the 2018 report five ports were distinguished which were rated the highest. The first place was taken by the sea port in Szczecin. The ports of Quebec (Canada), Newcastle (Australia), Gladstone (Australia) and Ciénaga (Colombia) were singled out.

 

/JF/

On 7^th January 2019 at IMO Headquarters in London, Ambassador of Costa Rica to the United Kingdom, Rafael Ortiz Fábrega, met with IMO Secretary-General, Kitack Lim to deposit the instrument of accession to the International Convention on Maritime Search and Rescue (SAR). Thus, Costa Rica became the 112^th State which accede the treaty.

Currently, the Convention’s signatories represent over 80% of the world merchant shipping tonnage.

 

/JF/

Amendments to the Act of 26 June 1974 – Labour Code entered into force on 1 January 2019.

The amendment provides, among other things, that the payment of remuneration is to be made to the payment account indicated by the employee, unless the employee has submitted an application for payment of remuneration to their own hands – in cash. Therefore, in Article 22 § 2 has been added point 3, according to which the employer has the right to require the employee to provide the payment account number if the employee has not submitted the application for payment of remuneration to his own hands. Until the end of 2018, as a rule a remuneration used to be paid to employee’s in cash, unless he applied for payment to a bank account.

Another novelty that came into force on January 1, 2019 is the change of art. 94 point 9a, regarding employee documentation. According to the aforementioned provision, the employer is obliged (in particular) maintain and store paper or electronic form on matters related to the employment relationship and personal files of employees. Both forms of conducting the above documentation is now equivalent. However, what is important, the digital representation of the documentation will require an electronic signature or an electronic seal confirming the compliance of the digital representation with the paper document.

In addition, the layout of the employee records has been changed – to the previously applicable parts A, B and C, legislator added part D, which is to contain documentation related to the employee’s liability for housekeeping. The hitherto binding the decree of 28 May 1996 on the scope of keeping records by employers in matters related to the employment relationship and the manner of keeping personal records of an employee has therefore lost its validity, and in its place, on 1 January 2019, a new act – the Minister of Family, Labour and Social Policy Decree of 10 December 2018 on employee documentation – came into force.

 

/JF/

May the holiday spirit be with you and your family today and throughout the New Year. Merry Christmas!

 

The RG & Co. team

The Economic Partnership Agreement signed on 17 July 2018 between the European Union and Japan was approved by the European Parliament on Wednesday 12 December 2018.

This agreement provides for the abolition of most of the existing customs duties, as more than 90% of EU exports to Japan will be free of customs duties. This applies in After full implementation of the agreement, the abolition of customs duties will affect as much as 97% of imports from the EU.

In addition, it opens up services markets, in particular for financial services, e-commerce, telecommunications and transport.

After the endorsement of the trade deal by the European Parliament, Council is set to give its final go-ahead on 21 December which allows the agreement to enter into force on 1 February 2019.

 

/JF/

On 23 November 2018 the Senate of the Republic of Poland adopted without amendment the Act of 9 November 2018 amending the Sea Fisheries Act and certain other acts.

The amendment provides, among other things, for the establishment of a central government administration body appointed by the Prime Minister at the request of the minister in charge of fisheries and subordinate directly to this minister – the Chief Inspectorate for Sea Fisheries with its seat in Słupsk in place of the currently operating three regional inspectorates: in Gdynia, Słupsk and Szczecin and also 14 local branches.

The purpose of the amendments is to harmonise the way in which inspections of commercial and recreational fishermen are carried out, by establishing a single body appointed to control compliance with the rules on marine fisheries and on the organisation of the fish market.

 

/JF/

On 1 November 2018 the Republic of Poland and the Kingdom of Denmark have reached a consensus on the route of the maritime border in the Baltic Sea.

After many years, Denmark and Poland have agreed on a maritime border in the Baltic Sea which, after the entry into force of the relevant Agreement, will divide the continental shelves and the exclusive economic zones of both countries in the southern part of the Baltic Sea of Bornholm. These regulations seek to ensure legal clarity in the Baltic Sea Region.

In order for the agreement to enter into force as a result of this agreement, it will be necessary to be accepted in the internal procedures of both countries.

/JF/

On 5 October 2018, the Act of 20 July 2018 on transformation of the right of perpetual usufruct of land developed for housing purposes into the right of ownership of such land came into force.

In accordance with the above mentioned legal act, as of 1 January 2019, the right of perpetual usufruct of land developed for housing purposes will be transformed into the ownership right to such land.

Land developed for residential purposes should be understood as real estate developed exclusively with buildings:

(1) single-family dwellings, or
2) multi-family dwellings in which at least half of the number of dwellings are dwellings, or
3) referred to in point 1 or 2, together with farm buildings, garages, other construction works, or
4) construction equipment enabling proper and rational use of residential buildings.

It is also worth mentioning that according to the provisions of the new act, buildings and construction equipment located on the land become a component of this land on the day of transformation.

The basis for disclosing the ownership right to land in the land and mortgage register and in the land and building register is to be a certificate confirming the transformation, issued, among others, by the head of the commune (mayor, mayor of the city), district or voivodeship board.

On account of the transformation, the new landowner shall pay a fee to the former landowner for 20 years from the date of transformation. The fee is equal to the annual fee for perpetual usufruct, which would be in force on the transformation date, with the possibility of granting a discount on the fee for a given year.

It is also possible to pay a one-off fee. In this case, the rebates on this fee are to be as high as 60% if the entire amount is paid in the year in which the conversion took place.

/JF/

 

In accordance with the draft amendment of some acts adopted by the Council of Ministers in order to introduce simplifications for entrepreneurs in the tax and commercial law (“MŚP” Package), the Commercial Companies Code will also be amended.

The changes concern, among others, article 202 of the Commercial Companies Code (expiration of the mandate of a member of the management board) and consist in adding the following paragraph 6: “The only member of the management board resigns to the shareholders and at the same time convenes their meeting”. This provision may make it much more difficult to leave the company for the last member of the management board.

Currently the only regulation in this area was provided for in article 202(5), under which “accordingly to the resignation of a member of the Management Board shall apply mutatis mutandis the provisions on the termination of the order by the party accepting the order”. In addition, the resolution of seven judges of the Supreme Court of 31 March 2016 was also applied, in which it was resolved that “a statement of a single-member of the Management Board comes into effect upon delivery to the company’s address in a manner enabling the necessary actions related to the resignation”.

 

/JF/