Conversely, the above solutions increase the security of legal trading of shares. The company that registers the shares will review the transaction documents and any restrictions that apply to the transferability of the shares. When preparing the dematerialization of shares or any other ownership of the company`s income or the division of the company`s assets, it is crucial to take appropriate measures. The obligation to do so is provided for in the new rules. Formally, the right to appoint a proxy at the annual general meeting and the number of proxies cannot be limited. A proxy exercises all the rights of the shareholder at the annual general meeting, unless otherwise specified in the proxy. A proxy may issue another power of attorney if the attorney so provides. A proxy may represent more than one shareholder and vote differently among the shares held by each shareholder. A shareholder holding shares registered in a group account may appoint separate agents to exercise the rights attached to the shares registered in that account. A shareholder who holds shares registered in more than one deposit account may appoint separate agents to exercise the rights associated with the shares registered in each account.
If you are looking for professional legal aid, please check out our offer here. Lawyers in Poland for your business cases. With experienced experience in advising private clients and companies, we can advise you at every stage of starting a business in Poland. As soon as a company is created, i.e. the share is subscribed by the shareholders, a so-called joint-stock company is established in the organization. A public limited company acquires legal personality at the time of its entry in the register of entrepreneurs, which is part of the national register of courts. Failure by the Company to comply with the new obligations, in particular with regard to: the conclusion of a shareholder record-keeping agreement and the invitation of shareholders to submit share documents, is punishable by a fine of up to PLN 20,000. In addition, the company`s authorization to issue documents for shares or other equity securities in the distribution of income or wealth is punishable by a fine, a restriction of imprisonment or imprisonment of up to 6 months. The corresponding responsibility lies with the persons authorized to manage the transactions and represent the company.
If the characteristics of a particular company (e.g. a small number of shareholders) lead its owners to conclude that these obligations constitute an unnecessary regulatory burden, they may consider changing the legal form of the company before the above-mentioned date. In addition, the majority shareholder is required to acquire the shares of minority shareholders as part of the buy-back procedure.31 One or more shareholders representing no more than 5% of the share capital may request that the agenda of the next Annual General Meeting contain a resolution on the mandatory purchase of their shares by a maximum of five shareholders holders, i.e. a total of at least 95% of the share capital, each of which holds not less than 5% of the share capital (majority shareholders). In addition, the CCC`s draft amendment provides for a procedure for the repurchase of shares by the dominant company (in the case of capital groups that have decided to apply the Group Act). On 30 September 2019, the Polish legislator presented a new draft law with important amendments to the Polish Commercial Code with regard to the regulation of private joint-stock companies and limited partnerships by shares [1], which imposes on these companies the obligation to dematerialize their shares, to restrict the rights of shareholders, to remain anonymous and to determine the terms and conduct of the sale of different classes of shares. to standardize. ➔ We help you agree on the legal aspects of a contract with a brokerage or a bank The Law of 30. The month of August 2019 amending the Commercial Code and certain other laws (Official Journal of 2019, point 1798; hereinafter: “the Law”) regulates significant changes from the point of view of public limited companies and limited partnerships. The new commitments aim to prepare these two types of companies for the changes related to the mandatory dematerialization of registered and bearer shares and the introduction of the register of shareholders. The first of the new regulations came into force on January 1, 2020. Secondly, since the legislation provides for a number of optional solutions, the articles of association of the company should be amended if necessary.
For example, the articles of association may be amended so that dividends or other benefits are regulated by the company that registers the shares and paid to shareholders. However, a corporation may choose not to amend its articles in this manner. ➔ We help you evaluate other legal forms of business activity. The dematerialization of shares in joint-stock companies and limited partnerships will also affect the way different types of shares are sold. Currently, the sale of bearer shares requires a transfer of ownership of the deed of action to the buyer and for the valid transfer of registered shares to another beneficiary, an additional written note on the share certificate or other document is required. Under the new dematerialization rules, the trading of shares will be different and the transaction of shares subject to the bearer or registered shares will be completed by the registration of a specific notice in the register of shareholders. It will only be possible to terminate the contract by the company that registers the shares for serious reasons. In Poland, public limited companies now operate under the Commercial Companies Code, which was previously regulated by the Commercial Code. The share capital of a public joint-stock company is divided into equivalent shares. These shares can be listed (bought and sold) on the stock exchange.
A company may issue registered or bearer shares.17 By definition, a listed company is a company in which at least one share has been dematerialized.18 In light of recent amendments to the CCC and the Tender Offer Act and the conditions for the introduction of financial instruments into the organized trading system and public enterprises, 19 which were adopted on 1 September. All issued shares, including shares in unlisted public limited companies and limited partnerships by shares, are subject to mandatory dematerialization due to the introduction of the share register. Shareholders are not liable for the company`s obligations, the risk is assumed only up to the amount of capital invested and profit (e.g. in the form of dividends); The minimum share capital is PLN 100,000 and the minimum par value of the shares is PLN 1. A single share may not have more than two votes. In the event that such a share is converted into bearer share or sold in violation of certain reserved conditions, the lien expires. Although the voting preference does not apply to listed companies20 before the adoption of the CCC, listed companies were also allowed to issue preferred shares and can therefore still exist on the Polish market. The mandatory dematerialization of shares applies to all Polish joint-stock companies (S.A.) and limited liability companies (S.K.A.). It applies to registered and bearer shares, including those issued before and after 1 January 2021. Due to the introduction of this register of shareholders, the identity of a holder of registered shares and bearer shares remains exposed to the company and other shareholders who would be easily able to determine the circle of shareholders and their shares, which would lead to a restriction of the anonymity of shareholders by the current principal (in particular with regard to bearer shares). However, it should be noted that the register of shareholders will not be accessible to the public. [1] Legal companies (Pol.
“spółka komandytowo -akcyjna”) are not a company under Polish law, but such a partnership is allowed to issue similar shares to a private joint-stock company.
