Date: 23 November 2017

Distributions to shareholders: The ban on distributing to the shareholders any assets that are otherwise needed to fully support the company’s share capital fulfils an important role. It is designed to ensure capital maintenance and as such provides a minimum guarantee that the company’s assets will be maintained at least at the level of what its shareholders decide is its share capital. This is important for both the company itself and its creditors. Yet, the capital maintenance regulations of company law do not effectively achieve these purposes. Given the consequences of violating the ban and given also the related concerns, companies are advised to verify their accounting position if planning distributions to shareholders. As a law reform recommendation, it would be worthwhile to consider amending the Commercial Companies and Partnerships Code to ensure creditors are duly protected in such cases (e.g. as they are protected when companies reduce their share capital).
For the full text of the article in Polish, see Rzeczpospolita on-line and here.