On 8 August 2022, a proposal for a bill amending the Commercial Companies Code and certain other acts was published. This act is to transpose EU Directives 2019/2121[1] and 2019/1151[2] and to implement the judgment of the Court of Justice of the EU in the case C-106/16 Polbud[3]. Consequently, the aim of the planned legislation is to facilitate cross-border reorganizations of companies within the EU internal market.

The proposal will make significant changes to Polish company law. First of all, two new reorganization processes are to be introduced: cross-border transformation and cross-border division of capital companies. The new laws will provide instruments of protection for creditors, minority shareholders and employees of companies participating in cross-border reorganization, e.g. a request for security.

The bill also introduces amendments related to domestic corporate reorganizations. The most important of these refers to introduction of new procedures: a simplified merger (possible if one shareholder holds all the shares of the merging companies or the shareholders hold the same proportion of shares in all merging companies) and division by separation (in which the shares will be obtained by the company being divided and not by its shareholders, as is the case in a division by spin-off).

Furthermore, in order to transpose Directive 2019/1151, the proposal introduces solutions aiming at further digitalization of the functioning of capital companies within the EU. The proposed regulations relate for instance to exchange of information about criminal records excluding natural persons from being appointed to corporate bodies.

The process of consultations with social partners and other governmental departments on the bill has been recently finalized. The bill has not been submitted to the Sejm (lower chamber of the Polish parliament) yet, but the regulation is expected to come into force at the end of January 2023.

[1] Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (Text with EEA relevance) (OJ L 321, 12.12.2019, p. 1).

[2] Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (Text with EEA relevance) (OJ L 186, 11.7.2019, p. 80).

[3] Judgment of the Court (Grand Chamber) of 25 October 2017 in case C-106/16 Polbud, ECLI:EU:C:2017:804.