Legal News – December 2018
Below we present the first issue of Legal News which contains a summary of the latest legal press releases and the most important changes in the law that are worth knowing.
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FROM THE PRESS:
Liberalization of the Act on trading in agricultural land
Gazeta Prawna, 26.11.2018 r., Emilia Świętochowska
The Ministry of Agriculture and Rural development is working on the draft amendment of the Act suspending sales of the land owned by the Agricultural Property Stock of the State Treasury (Journal of Law 2016, item 585, with further amendments). The draft provides for regulations that allow to purchase agricultural land plots with an area up to 1 hectare by persons who are not farmers, as well as to acquire them in the process of enforcement or insolvency proceedings, as a result of transformation of a company, or division of assets after the end of marriage or inheritance. The possibility to acquire agricultural land located in administrative areas of cities has also been announced. The draft also provides for an extension of the list of persons a property may be sold to – it will be extended with siblings, parents and stepchildren.
What town-planning norms cannot be determined by council members
Rzeczpospolita, 20.11.2018, Renata Krupa-Dąbrowska
The act facilitating the preparation and execution of housing investments and accompanying projects allows city councils to tighten town-planning standards included therein. The city of Warsaw was the first to adopt the local town-planning standards. Some of them, including those related to the accompanying infrastructure, which defines the number of parking spaces and the obligation to connect structures classified as elements of accompanying infrastructure to the heating network met with the disapproval of the Governor of Mazowieckie Province. According to the Governor, the council members exceeded their authority, while the act they adopted excessively interferes with the rules of conducting business activity.
CHANGES IN THE LAW:
Simple joint-stock company in Poland
The latest amendment to the Commercial Companies Code provides for a new type of company, namely a simple joint-stock company (“prosta spółka akcyjna” in Polish). The Ministry of Entrepreneurship and Technology claims that the aim of this type of company is to encourage development of new businesses in Poland, especially startups and companies operating in the field of new technologies, thanks to new possibilities provided for in the regulations, such as the electronic registration of the company, issues of various shares – including contributions made in the form of the work or provision of the services, as well as trading of shares without a notary public. The Ministry considers the amendment as a remedy bridging the gap between a limited liability company and a joint-stock company and proposes a structure where mechanism relevant for separate types of companies (LLA and JSC) would apply, with some modifications and new solutions added.
Proposed changes with respect to the resignation of a member of the management board
The draft amendment to the Commercial Companies Code modifies the currently binding rule, according to which provisions on terminating the contract of mandate apply in the case of resignation of a member of the management board. Instead, new regulations would enter into force, which state that the last or the only member of the board shall submit the resignation to the partners, at the same time convening their meeting. As a result whereof, the resignation shall be only effective following a two-week notice period mandatory by law. The jurisprudential doctrine criticizes the proposed solution in view of the resolution by the Supreme Court (a resolution of seven judges of the Supreme Court of March 31, 2016, ref. III CZP 89/15), which states that the member of the board shall submit the resignation to the company’s address. Additionally, it has been stated that the proposed solution has a discriminatory effect, as it restricts the subjective right of the board members to resign alongside the board members whose resignation does not require appointing the body anew. The Ministry believes that the current regulations are not precise, and its intention to clarify them introduces a kind of a “compromise” between the interest of the resigning board member and other stakeholders.
Succession in family business made easier
On November 25, 2018, the Act of July 5, 2018 on the succession management of a natural person’s enterprise (Journal of Laws of August 24, 2018, item 1629) entered into force. As the Act’s name points out, it applies to entrepreneurs who, on their own behalf, perform business activities on the basis of an entry into the Central Register and Information on Economic Activity. Until now, the entrepreneur’s death usually meant the end of his or her business. With the new Act becoming effective, it will be possible to prevent that from happening – both the entrepreneur/testator during his/her lifetime as well as his/her heirs after his/her death, can appoint the succession manager, who will perform ordinary management activities and – with the permission of the court – the activities beyond the scope of ordinary management. In principle, the succession management shall be exercised for a maximum of two years, or five years in special cases.