Draft amendment to the Commercial Companies Code: less red tape for limited liability companies
The Ministry of Justice has presented a draft amendment to the Commercial Companies Code (CCC) aimed at simplifying and reducing the formalities of selected procedures in limited liability companies. The proposed changes are a response to market needs and are part of broader deregulation efforts and the process of digitizing legal transactions.
New rules for delivering invitations to shareholders' meetings in limited liability companies.
Currently, shareholders' meetings in limited liability companies are most often convened by traditional mail—registered letters or courier deliveries sent at least 14 days before the planned meeting. An alternative is electronic delivery, but until now this has required the written consent of the shareholder – a document signed by hand or with a qualified electronic signature.
The draft provides that the “written” requirement will be replaced by a documentary form that does not require a signature, but only allows for reliable identification of the sender and the content of the statement. In practice, this means that consent can be expressed by e-mail, SMS, or other electronic document, which will significantly simplify and speed up communication procedures within the company.
Simplification of granting powers of attorney for shareholders' meetings
The draft amendment also provides for a change in the scope of powers of attorney to participate in shareholders' meetings. Until now, a power of attorney had to be granted in writing, under pain of nullity, which often posed a difficulty in remote or hybrid meetings.
Under the new regulation, powers of attorney may be granted in documentary form, e.g., as a scan or electronic message, unless the articles of association provide for more stringent requirements. This solution is intended to bring the regulations in line with contemporary standards of electronic communication and to reduce formalities.
Company obligations regarding identification
Although the formal requirements are simplified, the draft emphasizes that the company will continue to be responsible for ensuring the reliable identification of the issuers of consents and powers of attorney. This means that internal verification mechanisms must be implemented, appropriate to the risk and specific nature of the company's activities, in order to prevent abuse and ensure the security of transactions.
How to prepare the company for the planned changes? – practical recommendations
Although the draft amendment is still at the legislative stage, it is already worth considering preparatory measures. The simplification of the rules for service of documents and powers of attorney does not mean complete freedom – on the contrary, it transfers greater organizational responsibility to the company itself.
1. Review of the articles of association
First, it is worth verifying whether the articles of association contain provisions that impose more stringent requirements for service of documents or powers of attorney. If so, and the shareholders would like to take advantage of the new, simplified solutions, it may be necessary to amend them.
2. Updating partners' contact details
Since electronic communication is to become the standard, the company should:
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confirm the current e-mail addresses of the partners,
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determine the preferred method of communication,
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introduce clear rules for updating contact details.
It is worth considering adopting an internal procedure to regulate the manner of submitting and archiving consents for electronic communication.
3. Implementation of identity verification procedures
The document form simplifies formalities, but requires the sender to be identifiable. The management board should consider:
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using email addresses officially provided by shareholders,
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applying additional confirmation mechanisms (e.g., return confirmation, online voting platforms),
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proper archiving of correspondence in a manner that allows for its subsequent retrieval.
4. Adjustment of meeting rules and practices
If the company organizes remote or hybrid meetings, it is worth standardizing:
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the method of accepting proxies in document form,
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the rules for their verification before the start of the meeting,
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the method of documenting the proxy's participation in the meeting.
5. Education of shareholders and members of governing bodies
Legislative changes should be communicated to shareholders and members of the management board and supervisory board (if established). Clearly defining the new rules will reduce the risk of disputes regarding the correctness of convening a meeting or the validity of a power of attorney.
Simplifying regulations does not mean sacrificing security
The draft amendment aims to increase flexibility and adapt regulations to the digital reality. At the same time, practice will show that the company's organizational preparedness will be of key importance.
Entities that already have their corporate communications in order will not only gain compliance with future regulations, but also more efficient decision-making processes and a lower risk of formal irregularities.