COVID-19: Planned changes in Poland legislation - corporate and commercial matters

Corporate

As far as corporate reality is concerned, the Act contains the following proposals:

Liability of corporate bodies for not asserting claims against debtors

If one of the parties to a public procurement contract (the debtor) fails to fulfil or improperly fulfils its obligations under the contract because of COVID-19-related circumstances, the creditor may choose not to assert claims or agree with the debtor to amend the contract.

In such case the persons entrusted with the affairs of the creditor, such as the management board, may not be held criminally liable, as well as the management board, the supervisory board, the revision committee or the liquidators of the creditor may not be held liable for damages caused by their inaction.

Shareholders’ meetings and general assemblies

Shareholders may participate in and vote at shareholders’ meetings of limited liability companies (sp. z o.o.) and general assemblies of joint-stock companies (S.A.) by electronic means of communication, unless the articles of association or statute provide otherwise.

The decision on participation by electronic means of communication is taken by the body or persons convening the meeting and in case of a limited liability company (sp. z o.o.), the notice convening the meeting must contain information regarding the particulars of the participation, voting, speaking out or raising an opposition.

The rules and regulations of participation in a shareholders’ meeting or general assembly by electronic means of communication shall be adopted by the supervisory board and if one is not present in a limited liability company (sp. z o.o.), the shareholders adopt the relevant bylaws.

Meetings and resolutions of the management board

Members may participate in meetings of the management board by means of direct distance communication, unless the articles of association or statute provide otherwise.

The management board may also adopt resolutions in writing or by means of direct distance communication, unless the articles of association or statute provide otherwise.

A member of the management board may participate in the adoption of resolutions by casting their vote in writing via another member unless the articles of association or statute provide otherwise.

Meetings and resolutions of the supervisory board

Members may participate in meetings of the supervisory board of a limited liability company (sp. z o.o.) or a joint-stock company (S.A.) by means of direct distance communication, unless the articles of association or statute provide otherwise.

A member of the supervisory board may participate in the adoption of resolutions by casting their vote in writing via another member unless the articles of association or statute provide otherwise. This procedure does not apply to matters introduced into the agenda during the meeting.

The supervisory board may also adopt resolutions in writing or by means of direct distance communication, unless the articles of association or statute provide otherwise. The resolution is valid if all members were informed about the contents of the draft resolution and at least half of the members participated in its adoption.

Financial Statements

In the event of the state o epidemic threat or the state of epidemic is announced, the minister responsible for public finance, by way of a regulation, may specify other deadlines for fulfilling obligations concerning records and the preparation, approval, disclosure and submission to the appropriate register, unit or body of financial statements, activity reports and other reports, described among others in the Accounting Act. If the minister indicates new dates, and the law provides that the meeting of the bodies approving these reports (e.g. ordinary meeting of shareholders) should take place earlier than the date indicated by the minister, the meeting of the bodies shall take place until the date indicated by the minister. This means that if the minister extends the deadline for preparing financial statements, for instance, to September 2020, the ordinary meeting of shareholders approving this report may also take place until September 2020.

Central Register of Ultimate Beneficial Owners

The deadline for the registration of the company's ultimate beneficial owners to in the Central Register of Ultimate Beneficial Owners is extended by another 3 months, that is until 12 July 2020.

Commercial contracts

The Act contains certain solutions aimed at alleviating the impact of the pandemic on the economy, the following among them:

Shopping center leases

If the activity of a lessee of space in a shopping facility with a sales area of ​​over 2,000 m2 has been prohibited or restricted by law during the state of epidemic threat or a state of epidemic (in which we currently find ourselves), and the tenant does not carry out this activity, the amount of rent for that period is reduced by 90 % in relation to the rent due to the lessor under the contract, unless the contract provides for a more favorable rent reduction for the tenant.

During the state of epidemic threat or the state of epidemic, the tenant shall not be liable for non-performance or improper performance of the contract, in particular, he shall not be obliged to redress damage by paying a contractual penalty or compensation, if the non-performance or improper performance of the contract was the result of a prohibition or restriction of the activity of a lessee of space in a shopping facility with a sales area of ​​over 2000 m2 issued on the basis of legal regulations, and the lessee did not conduct this activity during the period covered by the prohibition or restriction.

Restrictions on terminating lease of premises

If an agreement for lease of premises concluded before the date of entry into force of the Act, would terminate after that date but before 30 June, 2020, the agreement shall be extended to 30 June 2020, on existing terms. The extension is applied based on the tenant's declaration of intent. This does not apply in particular cases, including non-payment of rent or misuse of the premises by the tenant.

The lessor may not issue the notice of termination of the rental contract or the amount of rent until 30 June 2020. If the lessor issued the notice of termination of the rental contract or the amount of rent before entry into force of the Act, and the notice period lapses after that date but before 30 June, 2020, the term of notice extends until 30 June 2020. The extension is applied based on the tenant's declaration of intent.

The above restrictions do not apply among other instances when the termination is issued in accordance with certain provisions of the law on the protection of tenants or the tenant is entitled to another dwelling meeting certain conditions.