13 October 2022 marks the effecive date of changes to the Code of Commercial Companies and Partnerships made under the amending act of 9 February 2022 published on 12 April 2022 (Journal of Laws, item 807). Today we are revisiting the most important of these changes and briefly note if implementation is a must or a may.
Major changes:
- New law of holdings
A large and voluminous law reform is taking effect to allow the option of formally creating groups of companies. The new solutions are optional and the new law will apply only if the parent wishes to create a formal group.
- More power for supervisory boards
The new law gives substantially more powers, duties and responsibility to members of the supervisory board, enforcing not only a more elevated position but also a more pro-active attitude of that body. The new statutory solutions may be adjusted to suit the particular company by changing its articles of association (disapplying or fleshing out statutory regulations or adopting your own solutions).
- Additional duties for management board members
The new law imposes new duties on management board members, but the statutory solutions can be partially honed through changes to your company’s articles of association so as to come up to your expectations.
- A uniform method to count terms of office in companies
The law provides for a uniform method to count the terms of office of corporate boards (in full fiscal years), but the articles may depart from this default.
- New category of offences
The amending law has introduced a new category of offences for which corporate board members or general registered agents (prokurenci) may not be convicted to qualify for their roles. It is necessary to check them for compliance with the new criminal record requirements (before this is done by the court register or the national criminal register).
- Business Judgement Rule
The new law provides for a very important principle of liability of board members based on the business judgement rule. More relevance will be attached to having legal analyses, opinions, reports and other such documents in support of business decisions so as to allow directors to be exonerated from damages liability to their companies.
We discussed all those changes in our series of posts on the bill of amendments to the Code of Commercial Companies and Partnerships. You are invited to search for posts of interest to you. As practitioners we help companies safely navigate the changes.
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