Increasingly, 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.
read moreAre you a distributor of cosmetic products? You also bear specific responsibilities regarding product labeling!
It might seem that the manufacturer is fully responsible for a product’s appearance, its name, and the markings displayed on its packaging. In reality, the matter is much more complex. Of course, the manufacturer determines the product’s aesthetic qualities and properties. However, when it comes to the information included on the label, the distributor must exercise heightened diligence.
EU law imposes specific “due diligence” obligations on distributors when placing cosmetic products on the market, and failure to comply may lead to serious consequences.
Shares in an LLC can generally be traded fairly freely. In the context of transferring such shares, the most common case is their sale. Shares can also, for example, be pledged or gifted. However, before any such transaction, it is necessary to check whether legal regulations or the company’s articles of association impose any restrictions in this regard.
read moreIn some limited liability companies (sp. z o.o.), shareholders decide to divide the shares equally. A classic example is a company with two shareholders, each holding 50% of the shares. In such cases, a so-called deadlock may arise, i.e. a decision-making stalemate within the company. The shareholders are then unable to adopt a resolution, most often due to an equal split of votes (one shareholder votes “in favor” and the other “against,” with each vote carrying the same weight).
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