This content is from: Local Insights

Poland

New Commercial Companies Code to be enacted

Effective January 2001, enactment of Poland's new Commercial Companies Code is expected. The bill introduces new regulations pertaining to, among other things, limited liability companies and joint stock companies — the two vehicles for foreign investments.

New regulations on limited liability companies include an increase in the minimum amount of the initial capital increased to Z50,000 ($11,050). Where a single shareholder of the company manages the whole company, all transactions between the shareholder and the company will require a notarial deed. If the company is not managed by the single shareholder, signatures will necessarily be certified before a notary public. Share purchase transactions will also require such certification.

New regulations on joint stock companies include:

  • a prohibition on any company granting loans and/or providing security, of any kind, aimed at facilitating the purchase of its stock;
  • authorization of advance payments against future dividends;
  • authorization to issue non-voting , dividend preferred stock; and
  • limitation of preference in voting stock to two votes per share.


New regulations aim to simplify the management of companies by introducing target share capital and conditional increase of capital. The former allows the management to issue new stock subject to company statutes, the latter allows the management to issue new shares in debt conversion transactions.

The new code will regulate the process of dividing large companies. This particular regulation will assist in the privatization of large, multi-divisional state-owned enterprises which otherwise may be difficult to privatize.

Przemyslaw Kurczewski

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