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Place of Shareholders Meeting

If a limited liability company hasn’t approved the financial statement yet (I think that there are quite many of such companies), today is one of the last two days, when it can be done. According to Article 231 of the Polish Commercial Companies Code, the ordinary shareholders meeting shall be held within six months of the end of each financial year, and it’s agenda should cover inter alia consideration and approval of the management board report on the operations of the company and of the financial report for the previous financial year.

Shareholders Meeting Not Only in the Company’s Registered Seat

In general, pursuant to Article 234 § 1 of the Commercial Companies Code, shareholders meetings take place in the company’s registered seat, i.e. in the city or town where the company has its address – within the meaning of the Commercial Companies Code, the company’s registered seat is not the particular address of the company, but the whole city or town where that address is. Due to the holidays period, which started more than one week ago, organizing the ordinary shareholders meeting in the company’s registered seat, might be very problematic or even impossible. Luckily, the Article mentioned above, determines two exceptions from that general rule, which can make the shareholders’ life easier:

  1. the articles of association may provide for another location of shareholders meeting, on the territory of the Republic of Poland;
  2. the shareholders meeting may also be held in another location on the territory of the Republic of Poland, if all the shareholders agree to it in writing.

In the case of permission contained in the articles of association, the shareholders meeting can be held exactly in the same way as always, but in the other place than the company’s registered seat. However, if the articles of association doesn’t contain any provision on that, a written consent of all shareholders for organizing the shareholders meeting somewhere else, should be obtained. Such consent should be made in the separate document (and not in the resolution adopted during the shareholders meeting), signed by all shareholders and attached to the minutes of the shareholders meeting as the appendix (in order to avoid future doubts whether the consent was actually given in the form required by law).

Shareholders Meeting only in Poland

It should be emphasized, that in any case, the shareholders meeting has to be held in Poland. Organizing the shareholders meeting abroad is absolutely forbidden by law. If the shareholders are outside the territory of Poland and cannot come to Poland in order to attend the shareholders meeting, the only way to solve that situation is granting a power of attorney.

Tomasz Korolko
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