Reform of the Commercial Companies Code – Act amending the act on the Commercial Companies Code and certain other acts

  1. Draft law amending the law – Commercial Companies Code and certain other acts
  2. Response to objections raised during public agreements
  3. Response to objections raised during cross-ministerial discussions

The Commitee to Reform Ownership Supervision was established in February 2020 and it immediately began work to introduce the most comprehensive reform of commercial law since the Commercial Companies Code entered into force back in 2000. In this respect, the Committee proved efficient in developing the Draft law amending the law – Commercial Companies Code and certain other acts. These proposals were designed to meet the needs of economic actors who urged that the Commercial Companies Code, which has been in force for the past twenty years, no longer applied to an updated economic reality and its requirements. The amendments included three top areas.

The first referred to corporation law. The Draft amendment to the Commercial Companies Code introduced a set of comprehensive provisions for group company law, thus duly allowing holding companies to issue binding instructions to subsidiaries while ensuring security to creditors, minority shareholders, and subsidiary shareholders. Any solutions proposed in this respect came as a compromise between holding companies and their subsidiaries so that the set of newly elaborated rules could ensure controllability of holding groups and protect any businesses under the holding company.

Another field for amendments included regulations to increase the supervisory board’s control mechanisms for subsidiaries, in particular once endowed with any background information on the functioning of specific businesses. The supervisory board shall guarantee that members of the management board run the company’s affairs in a way that deem in line with its interests. A prerequisite for fulfilling the aforementioned structural assumption of a capital company is the information balance between the management and supervisory board members. The supervisory board, which guards the interests of any person bearing the economic risk of the company’s operations, shall be provided with a wide range of measures to monitor management-related decisions. In the Draft law, the Committee suggested appointing an advisor to the supervisory board as a body elected otherwise than through the management board.

In its third detail, the Committee discussed a set of provisions to arrange some legal aspects whose interpretation has long deemed doubtful. These included efforts to determine the term for members of management boards, also for their legitimacy to perform duties, or to implement what is known as the Business Judgment Rule into Polish commercial law.

The Draft law was submitted for discussions to economic actors so that the act responded to all suggestions from those being addressees of these regulations. Between August 5 and September 19, 2020, public discussions took place to comment on the Draft law. These were attended by more than 250 entities invited by the Ministry of State Assets. Among them were more than a hundred biggest law firms in Poland, commercial law departments of all state universities, businesses, as well as foreign chambers of trade and commerce. During the 45-day discussion, the Ministry received 800 pages of comments from more than 70 entities while the Committee responded to each of them. An extra source of support was remarks delivered by twelve government agencies during cross-ministerial agreements.

Read more about expert groups in charge of the Reform of the Commercial Companies Code:

Major changes in the Reform of the Commercial
Companies Code

  1. Terms versus mandates
  2. Reporting duties towards supervisory board
  3. Binding instruction and conditions for refusal
  4. Business Judgment Rule
  5. Concept of interests of a group of companies
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