Corporate law, corporate restructuring and trade contracts

 
 

Legal acts by business entities in Poland are recorded in registers reflecting information deemed to be essential to the public interest.

In the corporate area, the main laws are the Commercial Companies Code, the National Court Register Act of 20 August 1997, and the Civil Procedure Code.

The Commercial Companies Code governs establishment, organisation, operation, dissolution, merger, split and conversion of commercial companies (i.e., registered partnerships, professional partnerships, limited partnerships, joint-stock limited partnerships, limited-liability companies and joint-stock companies).

The National Court Register Act governs the operation of the central, public, open register, which is made up of:

  • The commercial register (for business entities that are not individuals)
  • The register of associations, other social and professional organisations, foundations, and public healthcare facilities; and
  • The register of insolvent debtors.

The principal function of the National Court Register is informational. It is designed to promote secure dealings by disclosing fundamental information about a business entity (such as the amount of the share capital, the manner of representation, the owners, the members of the corporate authorities, and the like). The public may check the information in the register by reviewing a company’s register file or ordering a certified transcript from the register. Entries may be viewed online via the Ministry of Justice website and official transcripts downloaded free of charge. Entries in the register are of two main types: “constitutive” (establishing or changing a given legal state—for example, a company obtains legal personality when it is first entered in the register), or “declarative” (merely confirming an existing legal state—for example, entry in the register of the persons who have been appointed to the company’s management board).

Proceedings before the registry court are governed specifically by the National Court Register Act and otherwise by the Civil Procedure Code. The proceedings are non-adversarial in nature (as a rule, in such proceedings the court does not resolve disputes between parties but only considers an application to make a specific entry).

Establishment in Poland of branches or representative offices of foreign businesses is governed by the Business Freedom Act of 2 July 2004. Branches of foreign businesses must also be entered in the National Court Register, while a representative office is entered in the register of representative offices of foreign businesses maintained by the Ministry of Economy. The Business Freedom Act also governs a range of other issues related to conducting business activity, such as rules for issuance of certain business licences and oversight of the commercial activities of businesses.