Is a contract valid if the content does not correspond to a company’s scope of business?
The consequences of a transaction falling outside the scope of business specified in the articles of association.
Important changes affecting companies registered in Poland
On 15 March 2018, the Act of 26 January 2018 amending the National Court Register Act and certain other acts came into force. Some of its provisions will come into force subsequently successively up until 1 March 2020.
As of 15 March 2018, does at least one management board member have to have a PESEL number?
Concerns about amendment to the National Court Register Act
The long and winding road to lawful distribution of dividends
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.
How to build an anticorruption compliance programme in an enterprise
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.
Liquidation of branches of foreign undertakings—proposed amendments
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.
Duties of the management board concerning company financial reports
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?
The scope of authority of the representative of a foreign undertaking in a Polish branch
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?
Delegation of supervisory board members of a limited-liability company
A member of the supervisory board of a limited-liability company may be delegated to act as a member of the company’s management board. How should this be handled effectively, and what should be expected?
Basic business intelligence in Poland
Starting a new business or establishing relations with other businesses always carries with a certain degree of risk. Thus an extensive legal background check of a prospective business partner will usually be advisable. The question is what is the reasonable scope of such a check and what sort of information may be obtained from public sources.
Non-competition between management board member and company
The Commercial Companies Code prohibits members of the management board of a company from undertaking activity competitive with the company. This ban is intended to protect the economic interests of the company. But what can a company do if the ban is violated?
