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Commercial law – holding meetings of the management boards and supervisory boards in limited liability companies and joint stock companies

Polish authorities have adopted package of laws, commonly called “relief package”, that shall prevent the economic crisis connected with the pandemic of coronavirus SARS-CoV-2. The relief package includes above all amendments to the commercial law, that enables holding meetings of the management boards and supervisory boards in limited liability companies and joint stock companies, with the use of direct remote communication and in writing, in order to allow companies to conduct its business in the current situation.

The companies don’t have to take any extra actions, such as amendment of the Articles of the Associates/ Statut to use the new possibilities. However, the majority of new solution is applicable provided that there is no other regulation in the company’s AoA/ Statut.

Below we show the new possibilities and related requirements.

Meeting of the management board in limited liability company and joint-stock company:

I. Conduct of the meeting of the management board by using the electronic means of direct communication and adopting the resolutions in this manner is possible, if the Articles of Association/ statute do not provide otherwise.

II. Adopting the management board resolution in writing or with the participation of members of the management board who cast their vote in writing through another member of the management board is possible, if the Articles of Association/ Statute do not provide otherwise.

Meeting of the supervisory board in limited liability company and joint-stock company:

I. Conduct of the meeting of the supervisory board by using the electronic means of direct communication and adopting the resolutions in this manner and in writing or with the participation of members of the supervisory board who cast their vote in writing through another member of the supervisory board is possible, if the Articles of Association/ statute do not provide otherwise.

II. Resolution adopted using voting in writing or with the use of means of direct communication is valid when all members of the supervisory board have been notified of the content of the resolution’s draft and at least half of the members of the supervisory board have participated in adopting the resolution;

III. Voting in writing cannot concern matters introduced to the agenda during the meeting of the supervisory board.

The amendment to the provisions of the Commercial Companies Code will apply also after the SARS-CoV-2 pandemic ends. The introduced changes of law facilitate the company’s operation, not only in the current pandemic crisis, but also when members of the company’s bodies residents in different countries.

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