Company
Law
Since 28th
of February 2009 legislator introduces article 503 of Commercial Code.
According to this provision chartered accountants appointed by the court to
examine books of merging companies and his opinion on this subject is no
longer essential if all the shareholders of merging companies agreed for
merger. The only exception is in case of limited liability companies, where
all the shareholders of merging companies are natural persons, as the total
amount of shareholders cannot exceed 10 person.
Legislator introduced
also article 5166 § 3 concerning cross-border companies on basis
which above mentioned article 5031 is applied by analogy.
On 1st August 2009 came
to live also other amendment of commercial code. This amending statue
introduce following changes, the most important concern joint stock
company.
Statue entitles
company’s supervisory board to convene extraordinary shareholders meeting
without noticing such a request to managing board and without waiting for
lapse of 2 weeks term from the date of noticing such request.
Statue provides for
shareholders representing at least half of share capital or at least half of
all voting rights in company that such shareholders are entitled to convene
on their own extraordinary shareholders meeting , together with electing a
meting president.
Shareholders
representing at least 1/20 of share capital are entitled to claim convening
an extraordinary shareholders meeting and to put certain issues on the
agenda of the meeting. The Company statute can also provide a lower limit
for mentioned right. Above mentioned request can be notified to the managing
board by means of electronic forms.
Statue regulates
separately that shareholders representing 1/20 of share capital can put
issues on the agenda of the coming general shareholders meeting, and the
company statute can provide a lower limit for this right. Managing board can
be also notified by electronic ways.
The Statue expressis
verbis introduced the right to vote differently from possessed shares.
The Statue also clearly
expressed a possibility for one attorney in fact to represent several
shareholders and to vote differently by proxy.
On 3 August 2009 came
to live provisions from 4021 to 4023 of commercial
code. Mentioned articles introduce a rule called “push towards investors”.
According to this rule, convening general shareholders meeting shall be made
in a manner it assures forwarding information in public across European
Community. In practice, companies are obliged to place such information on
their websites as well as by mean of information agency accordingly to
provisions about public offer. The information about the date of
shareholders meeting shall be published at least 26 days before the
meeting. Moreover, Public Companies are obliged to run their own websites
and place their information concerning :
Announcement of general
shareholders meeting .
Information about total
amount of shares in the company and about the amount of votes from these
shares in the day of announcement the information about general shareholders
meeting.
Documentation, which is
going to be introduced to general shareholders meeting.
Resolution drafts or if
no resolutions are to be passed, managing board or supervisory board
comments concerning matters which are on the agenda of the meeting.
Forms enabling to
exercise right to vote by proxy or by correspondence way.
Value Added Tax Act
Since 1st January 2010
amendment of Vale Added Tax Act came into force and brought 3 crucial
changes concerning:
Place of service
providing
Filing summarizing
information about cross – border transactions
Recovering VAT by the
entities having residence in other member countries
After mentioned
amendment the place of service providing become a residence of service user
contrary to what it used to be, a residence of service provider. This
general rule will not apply only in situations when services are to be used
by tax – payer or his employees on personal use.
Moreover, for the
purpose of this act, amendment introduced a definition of tax-payer.
Furthermore, tax –
payers has now a duty to file information summarizing cross – border
transactions more often , namely once in a month. This information shall be
given in paper form till 15th of the month, in electronic way till 25th of
the month.
As far as recovering
VAT is concerned, the amendment concerns procedure. From 1st January 2010
motions for recovering tax payed in other member state can be filed to
competent fiscal office governor. In addition, motions can be filed by
electronic way.
Financial
Instruments Act, Tax on Civil Actions Act
On 21st of
October 2009 came to life statue amending acts concerning financial
instrument and, tax on civil transactions.
As far as financial
instruments are concerned, in the scope of changes falls inter alia
developing the list of financial instruments, introducing the definition of
professional customer and retail customer as well as the rules pointing out
how to qualify the customer to one of those categories. The amendment was
passed because of harmonization of polish and European Community law.
In Tax on Civil Actions
Act it was precised that from above date taxable are only money loans and
loans concerning things designated only as to
their kind.
Income Tax for
Natural Persons Act and Income Tax for Legal Persons Act
The amendment that came
to live on May 2009 brought facilitations for small entrepreneurs, tax
payers beginning their business activity and those conducting innovative
activity. Firstly, the amendment changed a definition of a small tax payer
by increasing the amount of the sale income (including taxes) to 1 200 000
EURO. Consequently more entrepreneurs may profit of the privileges provided
for small tax payers i.e. possibility of choosing a method of VAT filing.
Secondly, by the power of the amendment innovative works may be charged as
tax expenses. Lastly, legislator introduced changes in scope of amortization
allowance by instituting explicitly how amortization is to be done by the
partnerships without legal personality as well as providing preferences for
the accelerated one-off amortization method.
Civil Proceeding
Amendments
Since May 2009 the
amendment comforting to the provisions of Constitutional Tribunal's verdict
from 2007 enabled parties to appeal to Supreme Court for the second-level
instance's provisions rejecting i.a. an appeal against sentence as well as
provisions regarding costs of the proceedings that were not a matter of
resolution of the first-level instance. Year 2010 brought some singificant
amendments in scope of appointing attorneys for parties released of costs.
Also, since the beginning of 2010 plenipotentiaries of parties i.e.
attorneys, legal advisers, patent agents, tax advisers, counselors of the
State Treasury Solicitor Office were granted a right to authenticate copies
of documents and power of attorney. Although the authentication by the
above-mentioned attorneys shall give the documents the official force, court
may in justified circumstances demand presenting the original.
Prosecutor's Office
Act
The amendment of the
Prosecutor's Act that come to live by the end of March 2010 has separated
competition of Attorney-General from the Minister of Justice. This
separation aims at releasing Attorney-General from any political pressure,
however the function stays subordinate financially and organizationally to
the Ministry of Justice.
Registered Pledge
and Pledge Registry Act
The amendment in scope
of the hereby act, though not large, is significant. Copies and certificates
issued by the Central Information of Registered Pledge were given the force
of official documents provided that they are affixed with the advanced
electronic signature verified by the valid qualified certificate.
OASIS