Work is underway on a government proposal to amend certain acts to improve the legal and institutional climate for businesses. The new legislation is intended to aid in the conducting of business in Poland by simplifying the applicable procedures and requirements. In addition to changes to administrative and civil procedures to promote alternative dispute resolution, the act introduces a range of solutions strictly related to conducting business in Poland.
The bill explicitly allows foreigners to commence and conduct business activity without registration, when an individual’s business generates due revenue not exceeding 75% of the minimum wage in any given month, and that person has not conducted business activity in the last sixty months. If business activity meets these criteria, it does not need to be registered, making business operations much easier. At the moment, there is some doubt regarding whether foreigners can conduct business activity without registration.
The proposal also fine-tunes rules on procedure in cases of exit of joint holders of shares, and the requirement to appoint a common representative as described in the Commercial Companies Code (art. 184 § 1, art. 30038 § 3 and art. 333 § 2). At the moment, the law does not provide explicit rules for appointing or recalling that representative, or resignation of that representative, which causes much doubt with respect to interpretation. In general, only the common representative, appointed by consensus among all of the joint holders of shares, can exercise the rights of the joint holders of shares. These solutions mean that situations will not arise in which heirs are prevented from playing a part in a company’s activities due to protracted inheritance procedures. The bill does not only provide the relevant model solutions; it explicitly enables solutions different to those specified by law to be inserted directly into a company’s articles of association or statute.
The wording is not yet definitive, as work is continuing. The principal elements of the new system will take effect on 1 January 2024.
Author: Karolina Potrawka