GROUP OF COMPANIES – what is it ?

On October 13^th, 2022 an amendment to the Commercial Companies Code shall enter into effect, which in particular introduces to the Polish legal system a concept of ”a group of companies”.  ”A Group of companies” should be understood as a parent company and a subsidiary or subsidiaries (which are capital companies) guided by a common strategy in order to implement shared business (business of the group of companies), justifying the uniform management held by the parent company over a subsidiary or subsidiaries, in accordance with the resolution on participation in a group of companies.

In order to take up a business activity as a group of companies, a subsidiary requires a shareholders’ meeting resolution on participation in a group of companies with a given parent company adopted by a majority of 3/4 of votes and an entry into the National Court Register on participation in a group of companies.

Participation in a group of companies allows, in particular, that:

1. as part of their business activities, a company be guided by the business of the company and the business of the entire group, provided that it does not infringe the creditor’s interests and minority shareholders at the same time,
2. members of the management board, supervisory board, audit committee, commercial proxies rely on an action or omission in the specific interest of the group of companies, if the company has disclosed participation in the group of companies,
3. issue binding orders to the subsidiary participating in the group of companies regarding the conduct of the company’s affairs in a written or electronic form, under a pain of nullity,
4. the parent company accept and execute the parent company’s instruction or refuse to execute an instruction in the form of a resolution of the subsidiary’s management board under certain conditions,
5. the company not be held liable by a member of the management board, supervisory board, audit committee and liquidator of a subsidiary for damage caused by the execution of a binding instruction,
6. the company not be held liable by a member of the management board, supervisory board, audit committee and liquidator of the parent company acting in the interest of the group of companies in connection with the performance of a binding instruction,
7. the parent company view the books and documents of the subsidiary participating in the group of companies at any time and request information from it,
8. a minority shareholder or minority shareholders of a subsidiary representing at least 10% of the share capital, apply to the registry court with a request to appoint an audit firm in order to examine the accounting and activities of the group of companies,
9. each shareholder of subsidiary bring an action against the parent company for compensation for damage caused to that company, if the subsidiary fails to bring an action for compensation within one year from the date of expiry of the period specified in the binding instruction,
10. the creditors of the subsidiary demand that the subsidiary’s claims be satisfied by the parent company if enforcement against the subsidiary proves ineffective, unless the parent company is not at fault for the damage or the damage did not arise as a result of the subsidiary’s execution of a binding instruction.