Government Eases Bureaucracy for Commercial Companies

The Council of Ministers has approved a draft amendment to the Commercial Companies Code, aimed at simplifying electronic communication for shareholder meetings and proxy authorizations to reduce formal administrative requirements.

Streamlining Electronic Communications

The government has adopted a draft amendment designed to simplify electronic communication within commercial companies. The proposed regulations specifically target the processes for sending notifications regarding shareholder meetings and the granting of proxies for participation.

Government spokesperson Adam Szłapka confirmed that the legislation is deregulation-oriented. It aims to integrate modern electronic communication methods directly into the operations of commercial entities.

Replacing Written Requirements with Document Form

Currently, the Commercial Companies Code requires written consent from a shareholder to receive meeting notifications electronically. This creates formal hurdles, as it necessitates a separate document with a physical or qualified electronic signature.

The new project replaces this with a “document form.” This allows for declarations in any recorded format, such as an email or PDF, provided the identity of the person making the declaration can be verified.

Flexible Proxy Regulations

The changes also modernize the requirements for granting proxies to attend shareholder meetings in limited liability companies and simple joint-stock companies. The current mandate that such proxies must be granted in writing under penalty of nullity is considered overly restrictive by the Ministry.

The proposal allows proxies to be granted in document form, provided the company’s articles of association do not stipulate stricter requirements. A copy of the proxy must be attached to the book of minutes.