Amendment to the Code of Commercial Companies

On August 22, 2023, the President signed the Act of August 16, 2023, amending the Commercial Companies Code and certain other acts. The Act came into force on September 15, 2023, introducing numerous important changes related to the reorganization of companies, both domestically and internationally.

The changes implemented in the amendment align with the following European Directives:

Directive (EU) 2019/1151 of the European Parliament and of the Council of June 20, 2019, amending Directive (EU) 2017/1132 regarding the use of digital tools and processes in corporate law.
Directive (EU) 2019/2121 of the European Parliament and of the Council of November 27, 2019, amending Directive (EU) 2017/1132 concerning cross-border transformations, mergers, and divisions of companies.

Hereinafter, we present the most significant changes.

Domestic reorganizations

The amendment to the Commercial Companies Code introduces significant changes in the field of corporate restructuring for companies operating within the country.

One of the key aspects of these changes is the new, simplified procedure for merging “sister companies,”, which enables this process without the necessity of increasing the share capital. This will allow a more flexible execution of the merger process, especially for companies operating within the same corporate group.

The amendment also introduces the possibility of merging by creating a new company in the form of a limited partnership with shares.

Cross-border reorganizations

The changes introduced in the amendment expand the scope of international reorganizations, including cross-border divisions and transformations of capital companies (including limited partnerships with shares).

The amendment introduces several modifications regarding the formal requirements. The evaluation process for international mergers by the registry court has been broadened, and the list of documents required to be attached to the application for a certificate confirming the compliance of this process with Polish law has been extended. These new regulations apply to both international mergers and the new forms of international reorganizations, such as division and transformation.

Division by separation

A new category of corporate division has been introduced: a division by separation. This involves transferring a portion of the assets and liabilities of the dividing company to an existing or newly established company or companies in exchange for shares or stocks issued to the dividing company. This procedure can be applied in both domestic and international operations.

This new type of division aims to facilitate restructuring processes within corporate groups. In the past, during divisions, shares or stocks in acquiring companies were only accessible to shareholders or stockholders of the company whose assets were divided. It is essential to note that, unlike asset contributions, the transfer of assets in the case of a spin-off will occur through universal succession.

Moving the registered office abroad

A significant change is the introduction of the option to move the registered office of a company abroad within the European Union or the European Economic Area, without the need for a liquidation process or the dissolution of the company. This simplified procedure will significantly ease the operations of entrepreneurs in international markets.

Integration of registers in the National Court Register

The amendment introduces significant changes in the National Court Register Act, aiming to create a system for the integration of registers. This system is designed to improve the flow of information between various authorities, resulting in increased efficiency and accessibility of data about commercial companies.

This amendment is part of a broader move toward modernizing the regulation of corporate law and is intended to support the activities of entrepreneurs in international markets. The changes described above can have a significant impact on the pace of reorganization processes.

If you have any further questions or require additional information, please contact your business relationship person or use the enquiry form on the HLB Poland website.

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