The process leading up to payment of dividends by a company, although highly formalised, is familiar to the players and should not present great difficulties. But it nonetheless requires vigilance, because failure to comply with the statutory requirements can have serious consequences, particularly as it is easy to fall afoul of the changing regulations.
Introducing and applying internal procedures for combating corruption is becoming a legal obligation for businesses. The regulations identify the necessary elements of compliance programmes but do not propose specific solutions. Recommendations and best practice can fill the gap.
Under proposed changes, the procedure for liquidation of branches of foreign undertakings would become easier and would also comply with EU law. Thus after several years of uncertainty and disagreement on this topic, Polish law should return to the position approved by the Supreme Court in 2007.
Transferring the registered office of a Polish company abroad does not require the company to be liquidated in Poland
The Court of Justice has ruled that under the EU principle of freedom of establishment, transfer of the registered office of a Polish company abroad within the European Economic Area cannot be conditioned on conducting liquidation of the company in Poland.
What are the possible consequences for failure to comply with these duties, and can the management board assert as a defence that the authority approving the financial reports has failed to reach a decision?
Can the scope of authority of the representative of a foreign undertaking in a Polish branch be limited in practice to comply with the principal’s expectations?