{"id":9352,"date":"2023-01-31T19:00:50","date_gmt":"2023-01-31T18:00:50","guid":{"rendered":"https:\/\/korolko.pl\/?p=9352"},"modified":"2023-01-31T19:00:50","modified_gmt":"2023-01-31T18:00:50","slug":"changes-of-commercial-companies-code-with-respect-to-board-of-limited-liability-company","status":"publish","type":"post","link":"https:\/\/korolko.pl\/en\/blog\/changes-of-commercial-companies-code-with-respect-to-board-of-limited-liability-company\/","title":{"rendered":"Changes of Commercial Companies Code with respect to board of limited liability company"},"content":{"rendered":"<div class=\"nolwrap\"><p style=\"text-align: justify;\">The year 2022 brought numerous changes to the Commercial Companies Code. Below are only selected ones concerning limited liability companies and theirs management boards.<\/p>\n<ul style=\"text-align: justify;\">\n<li><u>Minutes of<\/u> <u>all resolutions of the management board shall be kept<\/u>, including those adopted by circulation. <u>Minutes shall contain: <\/u>agenda, names and surnames of members of the management board present, number of votes cast for individual resolutions, marking of a dissenting opinion submitted by a member of the management board together with its motives\/justification; <u>minutes shall be signed by at least 1 member of the management board chairing the meeting or ordering the vote, unless the articles of association or the regulations of the management board provide otherwise.<\/u><\/li>\n<li>Duty <u>to exercise due diligence and maintain loyalty<\/u> towards the company by members of the management board. <u>Obligation to keep secrets of the company confidential<\/u> also after the expiry of the mandate of a member of the management board. Duty of loyalty and explanations by former members of the management board (possible obligation of <u>former members of the management board<\/u> to provide explanations regarding the preparation of financial statements).<\/li>\n<li>Introduction of uniform rules for counting the terms of office of members of the management board. As part of the amendment, a sentence was added to the provisions on term of office, according to which <u>a term of office is calculated in full financial years, unless the articles of association provide otherwise<\/u>, i.e. it will start on January 1 of a given year, even if the appointment takes place during the previous year, and will end on December 31 of the relevant (last) year. <u>ATTENTION:<\/u> <em>There is a transitional provision that determines the application of the amended provisions also to existing mandates.<\/em><\/li>\n<li>Strengthening the supervisory board\u2019s powers of control over management including in particular: examining all company documents, reviewing the company&#8217;s assets and requesting the management board to prepare or provide any information, documents, reports or explanations concerning the company, in particular its activities or assets, including subsidiaries and affiliated companies. <u>Possibility of employing an external expert (adviser) by the supervisory board, with the reservation that in the case of a limited liability company, the articles of association shall provide for the possibility of engaging an expert.<\/u><\/li>\n<li><u>Obligation of the management board to regularly report to the supervisory board<\/u>, without any additional request. Failure to provide specific information, documents, reports, explanations or obstructing access to them will be an offense prosecuted ex officio, punishable by a fine or a penalty of restriction of liberty.<\/li>\n<li>The catalogue of crimes has been extended by <u>offenses specified in art. 587(1) &#8211; 587(2) of the Commercial Companies Code as well as art. 228-231 of the Penal Code<\/u>, for which a conviction by a final judgment deprives the convicted of the possibility of performing the function of a member of the management board, supervisory board, audit committee, liquidator, commercial proxy.<\/li>\n<\/ul>\n<p style=\"text-align: justify;\">The new &#8220;<em style=\"color: var(--wpex-text-2); font-family: var(--wpex-body-font-family, var(--wpex-font-sans));\">business judgment rule<\/em><span style=\"color: var(--wpex-text-2); font-family: var(--wpex-body-font-family, var(--wpex-font-sans));\">&#8220;, which assumes that a management board member does not breach the duty to exercise due diligence resulting from the professional nature of his\/her activity<\/span><u style=\"color: var(--wpex-text-2); font-family: var(--wpex-body-font-family, var(--wpex-font-sans));\">, if, acting in a manner loyal to the company, he\/she acts within the limits of justified economic risk, including on the basis of information, analyses and opinions that should be taken into account in the circumstances of making a careful assessment.<\/u><\/p>\n<\/div>","protected":false},"excerpt":{"rendered":"<p>The year 2022 brought numerous changes to the Commercial Companies Code. Below are selected ones concerning limited liability companies and theirs management boards.<\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"jetpack_post_was_ever_published":false,"_jetpack_newsletter_access":"","_jetpack_dont_email_post_to_subs":false,"_jetpack_newsletter_tier_id":0,"_jetpack_memberships_contains_paywalled_content":false,"_jetpack_memberships_contains_paid_content":false,"footnotes":"","_wp_rev_ctl_limit":""},"categories":[207,521],"tags":[222,224,523,525],"post_series":[],"class_list":["post-9352","post","type-post","status-publish","format-standard","hentry","category-changes-in-law","category-commercial-companies-code","tag-amendment","tag-changes-in-law","tag-commercial-companies-code","tag-limited-liability-company","entry","no-media"],"jetpack_featured_media_url":"","jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/posts\/9352"}],"collection":[{"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/comments?post=9352"}],"version-history":[{"count":0,"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/posts\/9352\/revisions"}],"wp:attachment":[{"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/media?parent=9352"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/categories?post=9352"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/tags?post=9352"},{"taxonomy":"post_series","embeddable":true,"href":"https:\/\/korolko.pl\/en\/wp-json\/wp\/v2\/post_series?post=9352"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}