SIGNIFICANT AMENDMENTs TO THE POLISH COMMERCIAL COMPANIES CODE AND THE POLISH CIVIL CODE SHALL ENTER INTO FORCE ON 1 MARCH 2019

The amendments resulting from the Act of 9 November 2018 on Amendments to Certain Legal Acts in order to simplify the tax and business law for entrepreneurs introduce a few novelties in the Polish Commercial Companies Code, concerning among others: (…) · dividend payment rules, · introduction of the obligation to return the advance payment by the shareholders, if the limited liability company finally incurred a loss or made a profit lower than the advance payments made, · rules for the resignation of the sole member of the management board, · enabling written voting when adopting resolutions which are the subject of the annual meeting of the shareholders, · clarification of the principle of representation of the company in liquidation, · adjustments to the provisions on the division and transformation of companies. In the Polish Civil Code, the rules of confirming contracts concluded by a person acting as a governing body of a legal person without or exceeding its mandate have also been changed (Article 39 of the Civil Code).