Publications
Posting a notification update in the Central Register of Beneficiaries (CRBR)
What you need to do to post a notification update to the Central Register of Beneficial Beneficiaries (CRBR): Go to https://crbr.podatki.gov.pl/adcrbr and in the Upload notification section click on the Upload from XML file The file must be prepared in advance. Upload...
The form of the Share Purchase Agreement
First of all, pursuant to the art. 180 of the Polish Commercial Companies Code, the sale of the shares of a Polish limited liability company shall be made in a written form with notarized signatures. Since the transaction is made in a form of the contract of sale, it...
The conclusion of a preliminary agreement does not require the consent of the partners
For the purchase of real estate by a limited liability company the consent of the shareholders' meeting is required (unless the articles of association provide otherwise). Often, before purchasing, for example, a plot of land, a preliminary agreement is concluded. Is...
A guarantee of payment
Issues related to a guarantee of payment are regulated in Articles Art. 6493-6494 of the Act of 23 April 1964 - the Civil Code. The contractor (the general contractor) of the construction works may at any time demand from the investor a guarantee of payment to an...
Companies need to know not only the content of VOBs, but also the risks associated with their use
In Germany, when discussing the subject of construction works in German law, the VOB (Vergabe – und Vertragsordung für Bauleistungen) cannot be omitted.VOB are neither a regulation nor a law, but are general terms and conditions. They combine legal regulations and...
The so-called holding law will come into force in the Polish legal system
As of October 12, 2022, the so-called holding law, also known as concern law, will come into force in the Polish legal system. From that date the new regulations introduced to the Code of Commercial Companies under the Act of February 9, 2022, amending the Act – the...
Ordinary shareholders’ meeting in limited liability companies
An annual shareholders’ meeting shall be held within six months of the end of each financial year.The following matters shall be resolved by the annual shareholders’ meeting: examination and approval of the management board report on the operations of the company and...
Non-competition for a member of the management board of a Limited Liability Company
In accordance with Art. 211 of the Commercial Companies Code: A member of the management board of Limited Liability Company may not, with-out the company’s consent, engage in competitive business or participate in competitive entities as a partner in a partnership or...
Real estate ownership transfer
Ownership of immovable property may neither be transferred on condition nor with the reservation of a time limit.Where a contract obliging to transfer ownership was concluded on condition or with the reservation of a time limit, an additional agreement between the...
Contracts for the provision of services
As indicated in the jurisprudence and doctrine: Contracts for the provision of services, as due diligence contracts, consist in the provision, in the interest of another person, of specific factual activities and a set of legal and factual activities. Where the...
Limited partnerships will pay corporate income tax
From 01.01.2021 limited partnerships will become taxpayers of corporate income tax. Until then, limited partnerships will remain tax transparent and only their partners will be taxed. Whereas from that date limited partnerships will be taxed similarly to limited...
How the property remaining after liquidation is divided
Until the moment of crossing out from the National Court Register, the company in liquidation has the possibility to conduct its current activities, which may generate additional costs for it – for example: those resulting from the necessity to rent office space or...
Deadline for reporting to the Register of Beneficial Owners: April 13th, 2020
As we have already indicated in our Newsletter No. 30/2019, every company entered into the National Court Register, e.g. all limited liability companies, shall report information on beneficial owners to the Central Register of Beneficial Owners by April 13th,...
New obligation – application of real beneficiaries
As of October 13th, 2019, companies must submit information on beneficial owners to the Central Register of Beneficial Owners (hereinafter: “the Register of Beneficiaries’’). Those companies that have been registered in the National Court Register before October 13th,...
Central register of real beneficiaries
On July 13th, 2018, the Act of March 1st, 2018 on Counteracting Money Laundering and Terrorism Financing entered into force (Journal of Laws of 2018, item 723). The Act aims to implement the requirements set out, inter alia, in Directive (EU) 2015/849 of the European...
New duties related to the National Court Register
The latest amendment to the Act on the National Court Register, which entered into force on 15th of March 2018, introduced several significant changes. Among them, the obligation to submit in the National Court Register (hereinafter referred to as “KRS”):1) addresses...
Financial statements to a national court register in electronic form
On 15/03/2018 came into force the Act of 26/01/2018 amending the Act on the National Court Register and some other acts, which implements the Directive of the European Parliament and Council (EU) 2017/1132 of 14/06/2017 on certain aspects of company law. The purpose...