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Special COVID-19 related provisions modernise company law

Poland: more opportunities for online and written resolutions, longer deadlines for company reporting obligations

Online and written resolutions

Regulations introduced in connection with the COVID-19 pandemic have significantly expanded the possibility of adopting resolutions online and in writing by management boards, supervisory boards and company shareholders' meetings.

Previously, adoption of resolutions by supervisory boards and shareholders' meetings in this way was only possible, if allowed by the articles of association or statute. In the case of management boards it was not foreseen at all.

Currently, due to the COVID-19 epidemic and the threat of paralysis of the operations of many companies that have not previously introduced relevant provisions in their AoA or statute, the rule concerning supervisory boards and meetings of shareholders has been reversed - remote adoption of resolutions is now in principle possible - unless the Articles of Association (statute) provide otherwise.

The same applies to written resolutions of the Supervisory Board, as well as participation by individual board members in meetings using means of telecommunication and voting by individual members in writing - this is in general permissible unless the Articles of Association (statute) provide otherwise.

Similar rules have been introduced for the management board - unless the articles of association (statute) provide otherwise, written or online voting is possible; it is also possible to participate remotely in management board meetings or vote in writing.

These changes apply to limited liability companies, joint stock companies and limited joint-stock partnerships.

 

Extension of deadlines for drawing up and approving financial statements and notifying of the ultimate beneficiaries

Another change forced by the COVID-19 epidemic is postponement of the deadline for drawing up financial statements - from 31 March 2020 to 30 June 2020. The report on the company activity also due to be prepared by 30 June 2020. Companies have time until 30 September 2020 to approve the  the financial statements and the report. The financial statements and the report must be filled with the National Court Register by 15 October 2020.

For public companies these deadlines were extended by 2 months respectively.

The deadline for reporting the ultimate beneficiaries was shifted from 13 April 2020 to 13 July 2020.

 

Source: 

Commercial Companies Code Act - of 19 July 2019 (Journal of Laws of 2019, item 5050 with further amendments)

Regulation of the Minister of Finance of 31 March 2020 on other deadlines for the fulfilment of evidence obligations and in the area of preparation, approval, making available and sending to the competent registry or body of reports and information (Journal of Laws of 2020, item 570)