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The Polish Commercial Companies Code (the "CCC") contains new:
The new provisions of the CCC apply to all commercial companies, such as limited liability companies (Polish abbreviation: sp. z o.o.), simplified joint stock companies (PSA) and joint stock companies (S.A.).
The holding law regulation is not compulsory, i.e. a formal group of companies must first be created, and it does not apply to public companies and certain other regulated entities.
The new provisions allow the corporate governance rules of Polish subsidiaries to be adjusted to ensure that the shareholders, through the supervisory boards, have better insight into the company's operation.
Creating a group of companies may ease tensions between the shareholders and the management of local companies when assessing whether a given action expected by the shareholder is in the interest of the subsidiary or not. It may also give more comfort to the local management of multinational capital groups.
If a formal group of companies is created, the minority shareholders may be bought out even in a limited liability company (forced buyout was not possible in such entities so far).
We recommend that majority shareholders of Polish companies:
We are happy to answer any questions you may have in connection with the new corporate law regulation and to assist you in any related corporate restructurings.
author: Krzysztof Pawlak