The company that swallowed its own tail
When acquiring shares it is important to examine whether either of the parties is a parent or subsidiary of the other. The existence of such ties may significantly restrict the acquirer’s share rights or even prevent effective acquisition of the shares.
Conversion of a sole trader into a capital company
It is now possible for a person conducting business as an individual to convert the business into a single-shareholder company, carrying over most elements of the existing business—except tax breaks.
Company not criminally liable for an offence by the management board
A collective entity may not be held responsible for a crime committed by the members of its managerial authorities.
Identification requirements for corporate letterhead
The Commercial Companies Code requires companies to identify themselves in commercial dealings by providing specific information about the company. Failure to do so may have serious consequences for the individuals responsible.
Take a break from business
If business operations are not generating the expected profits, instead of closing down the business it is possible to suspend operations for a certain period. How should one go about this in a legal and effective manner?
Amending the articles of association when the company is still in organisation
The Polish corporate code says the articles of association of a limited-liability company in organisation may be amended by a shareholder resolution, but the Supreme Court says a shareholder agreement is required.
When a corporate manager may be held criminally liable for pollution
Criminal liability for unlawful acts detrimental to the environment may be imposed not only on a company, but also on its managers.
Exercise of share rights by the acquirer of registered shares
Can the buyer of registered shares fully exercise all share rights immediately upon acquisition of the shares?
What does a shareholder have the right to know about a public company?
At a general meeting of a listed company, shareholders have a right to ask questions about the company’s affairs, but management is not required—or even allowed—to answer some of them.
Sale of an enterprise with assignment of rights under commercial agreements
Does the acquirer of an enterprise become a party to commercial agreements related to the enterprise under the same terms as the seller?
When may one shareholder be held liable for the obligation of another?
When acquiring shares in a Polish limited-liability company, the buyer should check the legal basis for any recent payments made to shareholders.
New rules for criminal liability for corporate injury
An act amending the Penal Code and the Commercial Companies Code went into effect on 13 July 2011, modifying the rules for criminal liability of persons serving on the management boards of Polish companies.
