The amendment to the Commercial Companies Code came into force on 13 October 2022. This is the largest amendment to this Act since its enactment in 2000.
The most important change is the introduction of regulations concerning groups of companies to the Polish Commercial Companies Code. The new regulations allow for the formalisation of capital groups (e.g. associated companies through a common shareholder) and the issuing of binding instructions through the , “main company – parent company”, to an associated company.
The powers of supervisory boards have also been extended. The amendment to the CCC assumes that supervisory boards are to be more active bodies in the activities of companies. A manifestation of such activity is to be, among other things, the introduction of the principle of business judgement, which allows the management board to be slowly relieved of responsibility for subsequent erroneous business decisions, as long as these were made within the limits of justified business risk.
The new rules introduce an obligation for an auditor or other representative of an audit firm to participate in a supervisory board meeting, the subject of which is, inter alia, the assessment of the company’s financial statements, the management report and proposals for the distribution of profit or coverage of loss, and the preparation of a supervisory board report. This obligation applies to companies whose financial statements are subject to statutory audit.
In addition, the amendment introduced provisions that would deprive persons convicted of so-called corruption offences of the possibility to sit on company bodies or act as proxies.