On April 4, 2022, the President signed the Act of February 9, 2022, amending the Commercial Companies Code and certain other acts. The most important changes introduced by this amendment concern regulations related to the operation of groups of companies and the principles of management and supervision of commercial companies.

The Commercial Companies Code introduced the concept of a group of companies, according to which a group of companies comprises a parent company and one or more subsidiary companies, which are capital companies and which, in accordance with a resolution on participation in a group of companies, pursue a common strategy to pursue a common interest (the interest of a group of companies), justifying the parent company's exercise of unified management over the subsidiary or subsidiaries. Consent to participation in a group of companies, with the parent company designated, will be granted by the shareholders' meeting or the general meeting of the subsidiary by a three-quarters majority vote. Participation in a group of companies will be disclosed in the National Court Register by the parent company and the subsidiary.

The parent company will be authorized to issue binding instructions (in written or electronic form) to its subsidiary if this is justified by the interests of the group of companies and unless specific provisions provide otherwise. Execution of a binding instruction will require a prior resolution of the company's management board, and a resolution not to execute it will only be possible in specific cases (e.g., if it threatens the subsidiary's insolvency).

Importantly, a member of the management board, supervisory board, audit committee or liquidator of a subsidiary will not be liable for any damage caused by the execution of a binding order.

The amendment also introduces regulations regarding the possibility of purchasing shares held by minority shareholders. Shareholders representing less than 10% of the share capital will be able to express their willingness to sell shares.

The Act also specifies the method of calculating the term of office of company bodies – the term of office is calculated in full financial years, unless the company agreement provides otherwise.

Additionally, the amendment strengthens the supervisory board's role by granting it, among other things, the authority to request that documents, information, and reports be provided to the supervisory board immediately, no later than two weeks from the date the request is submitted to the body or person responsible, unless a longer deadline is specified in the request. The management board cannot restrict supervisory board members' access to this information.

The Supervisory Board will be obliged to notify the auditor of the date of the meeting, the subject of which will be the company's activity reports, and will also be able to appoint a committee of the Supervisory Board, consisting of members of the Supervisory Board, to perform specific supervisory activities.

The Act will enter into force 6 months after its announcement.

This alert is for informational purposes only and does not constitute legal advice.

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