Legal Alert | Deregulation of the Polish Commercial Companies Code

The documentary form is gaining importance

The amendment introduces, in particular, the following simplifications:

• notices of shareholders’ meetings – the amendment to Article 238 § 1 of the CPCC replaces the existing requirement to obtain a shareholder’s written consent to send notices of shareholders’ meetings to an electronic delivery address or by email with consent given in documentary form;
• powers of attorney to participate in a shareholders’ meeting – the amendment to Article 243 § 2 of the CPCC replaces the existing requirement that a power of attorney be granted in written form under penalty of nullity with a requirement to use documentary form (without penalty of nullity).

In both cases, the company’s articles of association may provide for more rigorous requirements regarding, respectively, the granting of consent or a power of attorney.

With respect to simple joint-stock companies, the amendment provides for removing the penalty of nullity where the documentary form requirement for a power of attorney to participate in a shareholders’ meeting is not observed.

Significant simplifications for foreign shareholders

The legislature justifies the amendments by the need to adapt the provisions to the realities of modern business transactions. The existing written-form requirements generate unjustified costs and barriers, particularly for foreign shareholders.

In practice, the new provisions will enable broader use of electronic communications in corporate matters. Both a shareholder’s consent to the electronic delivery of notices of shareholders’ meetings and a power of attorney to participate in a shareholders’ meeting may be granted in documentary form, which does not require a handwritten signature or a qualified electronic signature, provided that it is possible to identify the person making the statement. In practice, this requirement may be satisfied, among other things, by an email, text message or a document signed with a non-qualified electronic signature (e.g. DocuSign).

The existing CPCC provisions will apply to consents and powers of attorney granted before the amendment enters into force.

Entry into force of the amendments to the CPCC

The new provisions will enter into force 30 days after the date on which the act is promulgated. The legislative process has not yet been completed – the act adopted by the Sejm has been submitted to the Senate and the President of the Republic of Poland.

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