Holding members of the management board of a limited liability company (sp. z o.o.) liable under Article 299 of the Polish Commercial Companies Code (KSH) requires proof that enforcement against the company has been unsuccessful. This does not always mean, however, that the creditor must obtain a bailiff’s decision confirming the failure of enforcement against the company in order to trigger the Article 299 procedure. Nor does it most often mean that the mere absence of a management board is enough, on that basis alone, to sue a former board member without first going through enforcement against the company itself. So where should one start when a company has no management board but does have creditors?
read moreThe assets of a limited liability company (sp. z o.o.) are legally separate from the assets of its shareholders. Funds cannot simply be withdrawn from the company’s account at any time or in any amount. The law does, however, provide several legal routes for transferring money to a shareholder — and the right method depends on whether it concerns regular remuneration or a one-off distribution of profit.
read moreHolding a final and binding judgment against a company that has been struck off the KRS does not necessarily mean losing the chance to recover a debt. Contrary to appearances, being struck off the KRS register is not always tantamount to the entity ceasing to exist altogether. Often, such information merely means that the entity continues its operations, but in a different legal form (i.e., it has been transformed). In such a situation, enforcement can be just as effective.
read moreIncreasingly, Polish companies are appointing foreign nationals to the management boards of limited liability companies (sp. z o.o.). This applies both to foreign investors establishing businesses in Poland and to international corporate groups delegating their managers to Polish subsidiaries. In practice, however, the mere appointment of a foreign national to the management board does not always mean that they are legally entitled to perform their duties in Poland.
Depending on the individual’s nationality, the legal basis for holding the position, and the scope of their responsibilities, additional requirements under Polish immigration and employment law may need to be fulfilled.
Although a company’s Articles of Association are essential for its incorporation, they often fail to address issues that arise once the business begins to grow. Disputes between shareholders, the departure of one of the company’s founders, or actions by a shareholder that are detrimental to the company are all situations in which a well-drafted Shareholders’ Agreement (SHA) can save months of costly disputes.
A Shareholders’ Agreement is not a mandatory document. However, it is worth considering alongside the company’s articles of association, particularly in high-growth companies, businesses where one or two shareholders (or management board members) play a key role, or companies with a significant imbalance in share ownership between shareholders.
When designing labels for cosmetic products, one must primarily keep in mind the binding legal regulations that strictly define the content of information that must be included on the label. The rules for labeling cosmetic products are regulated by EU Regulation 1223/2009. This regulation provides detailed guidelines regarding the appearance of cosmetic labels. This is intended to ensure a high level of consumer protection, including health protection.
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