Amendments to the Commercial Companies Code on holding meetings of corporate bodies and adopting resolutions

  1. Act of March 31, 2020, amending the Act on special solutions related to the prevention, counteracting and combating of Covid-19, other infectious diseases and crisis situations caused by them, and certain other acts

The Committee to Reform Ownership Supervision helped develop relief schemes for businesses (Act of March 31, 2020, amending the Act on special solutions related to the prevention, prevention and combating of Covid-19, other infectious diseases and crisis situations caused by them, and certain other acts). The Covid-19 pandemic that hit Poland in the first months of 2020 kept face-to-face meetings to an absolute minimum. In the absence of adaptable regulations to hold meetings remotely, many corporate bodies felt challenged by some logistical matters, including mandatory quarantine, border closures, or travel restrictions.

Experts of the Committee to Reform Ownership Supervisory also submitted some updates to the Commercial Companies Code to address both the epidemic-related risk and the growing role of modern technologies in life and business. Solutions included in the first relief scheme enabled:

  • remote corporate meetings,
  • remote participation in meetings of ownership bodies,
  • remote working schemes for management and supervisory boards in companies unless stated otherwise in the articles of association,
  • lifting the ban on remote appointing of chairpeople and vice-chairpeople of the supervisory board, appointing, removing, and suspending members of the management,
  • board with respect to ownership bodies, allowing shareholders to exercise their rights through electronic communication unless stated otherwise in the articles of association.

The amendments were designed to ensure the safe and smooth operation of capital companies and facilitate supervisory authorities to take relevant decisions.

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