Business Law: New rules for administrative proceedings

A proposal for a long-promised act intended to facilitate the operation of businesses was published on the Government Legislation Centre website in February. The proposed Business Law contains a set of rules that would apply in administrative proceedings from as early as September 2017.

Important changes in joint commercial proxies

An amendment to the Polish Civil Code has created new types of commercial proxies but also raised doubts about the legitimacy of joint commercial proxies granted before the new legislation came into force.

Legal consequences of improper selection of the auditor to examine a company’s financial statement

It sometimes happens in practice that auditors proceed to examine a company’s annual financial statement before they are formally selected by the competent authority of the company. Can this practice have negative consequences?

Can merger or reorganisation of a company eliminate the risk connected with acquisition of its defective shares?

In M&A, one of the key elements of due diligence prior to conducting a share deal is verifying legal title to the company’s shares. Any irregularities discovered in this respect can represent a significant risk for the potential acquirer of the shares. Can a merger or change in corporate form eliminate this risk?

Advance dividend: When can the company demand a refund?

Payment of an advance against anticipated dividends is attractive for shareholders but carries a major risk, particularly for the company. At the end of the financial year it may turn out that there is no basis for paying a dividend. Then can the company require the shareholders to return the advance?

New, lower corporate income tax—but not for everyone

A new tax rate for income of legal persons will enter into force on 1 January 2017. It will not apply to all taxpayers, however, but will depend on the amount of income. The same amending act introduces several other significant changes, particularly affecting the practice of corporate reorganisations (e.g. exchange of shares or in-kind contributions).