Polish notaries support proposed commercial code amendments replacing paper with electronic documentation but raise implementation concerns.
Proposed Changes to Commercial Code
The amendment project to the commercial code foresees replacing the obligation of written consent for delivering meeting notices electronically with consent expressed in documentary form, imposing on the company the obligation to verify the identity of the person making the statement. Power of attorney for participation in a shareholders’ meeting should be granted primarily in documentary form (e.g., email or PDF file), unless the company agreement provides for stricter requirements such as written form under penalty of invalidity, and introduces the obligation for the company to take actions identifying the shareholder and proxy.
The Ministry of Justice emphasizes the benefits: reduction of administrative costs, acceleration of corporate procedures – especially for foreign shareholders – and adaptation of regulations to the realities of remote meetings, while maintaining mechanisms of security of legal transactions through a clause of proportional verification (the company should confirm the identity of the shareholder or proxy in a manner adequate to the importance of the matter and the risk of abuse – without unnecessary formalities, but while maintaining basic safeguards).
Commercial Code Amendment – Concerns from the National Notarial Council
The National Notarial Council, in a position submitted during public consultations, praises the project for implementing the trend of digitalization of legal transactions, recognizing it as a response to the advancing digitalization of communication in capital companies. Notaries emphasize that documentary form meets the standards of remote shareholder meetings, which have become the norm after the pandemic, and fits into broader deregulatory simplifications.
However, KRN criticizes the discrepancy between the project’s content and its justification: the latter suggests the documentary form is optional depending on the shareholders’ will expressed in the company agreement, while the amendment introduces it as a statutory rule. The organization proposes reversing the construction – making written form the principle with documentary option in the company agreement – or significantly extending the vacatio legis beyond the planned 30 days, arguing that the short period will make it impossible for many companies to adapt their agreements to the new regulations.
Commercial Code – Opinion of the National Council of Legal Advisors
The National Council of Legal Advisors had earlier presented its position, praising deregulation but warning against the risk of forging scans of power of attorney and the lack of analysis of solutions in other European Union countries. Lawyer Dr. Robert Obrzud from the University of Gdansk pointed to imprecise identification clauses and inconsistencies in the assessment of regulatory impacts.
Legislative Stage
The project is currently in consultations, public consultations, and review.
