corporate

The simple stock company

Funkcjonowanie spółek handlowych podlega ograniczeniom płynącym ze sztywnego gorsetu przepisów Kodeksu spółek handlowych. Od 1 marca 2020 r. należy się spodziewać istotnych zmian w tym względzie. Prezydent właśnie podpisał ustawę o prostej spółce akcyjnej.

The internationalisation of transactional agreements and borrowings from the common law

Along with the systemic transformation from the 1980s to 1990s and the inflow of foreign investment into Poland, the country was exposed to forms of contract already applied in international trade. It wasn’t that before then the law in Poland had been homogeneous and “truly Polish.” Historically, numerous factors contributed to the development of the Polish legal system, with a dominant role played by solutions from the German and French systems.

Resolutions of shareholders of a limited-liability company

When is it necessary to hold a shareholders’ meeting, and when can it be dispensed with? Comments under the amended provisions of the Commercial Companies Code

A new approach to dividends in limited-liability companies

For many companies in Poland, the 30th of June is the date set for holding their ordinary (annual) shareholders’ meeting. One of the points on the agenda should be adoption of a resolution on division of profit (or coverage of loss). The profit shown in the annual financial statement may be earmarked, among other things, to payment of a dividend to the shareholders. It seems like an opportune moment to examine the recent amendment of the regulations governing dividends in limited-liability companies.

Agile contracting: A slap on the wrist for lawyers

Genuine contractual disputes are always at least in some way about a gap in a contract. A dispute most often arises when parties have agreed to a meticulously drawn-up set of specific provisions and then in the course of performance a situation occurs which is not adequately addressed by those provisions. That is because the parties did not really have the situation in mind when drawing up the contract. As a result, the situation is either not addressed at all, or, more often, falls under provisions that were not really meant to deal with it.

Legal actions of a “false” corporate body can be saved. But all of them?

On 1 March 2019, an important amendment to the Civil Code comes into force, providing for the possibility of validating actions by a “false” corporate body. Up to now, such a possibility has applied only to actions by a “false” attorney-in-fact.