Legal Alert | Deregulation – planned changes in commercial law

The draft Act on Amendments to the Commercial Partnerships and Companies Code and Certain Other Acts has been included in the Council of Ministers' legislative and work program under the number UDER45. The draft is part of a broader deregulation campaign aimed at simplifying business operations in Poland.

Amendments to the Commercial Partnerships and Companies Code

The proposed amendments include, firstly, an amendment to Article 18 § 4 of the CCPC to allow courts to be exempt from the ban on serving as a member of a company's management board, supervisory board, audit committee, liquidator or commercial proxy (or to shorten the duration of the ban), in the case of crimes committed intentionally. The crimes in question are those specified in Articles 587-5872, Articles 590 and 591 of the CCPC, as well as Articles 228-231 and Chapters XXXIII-XXXVII of the Polish Criminal Code.

In the current state of law, a convicted person can apply to the court that issued the judgment for exemption from the ban on holding these positions in a commercial company or for a reduction in the duration of the ban, only if the crime was committed unintentionally. The proposed amendment leaves the assessment of the facts and the full freedom of judgment at the court's discretion. According to the Ministry of Justice, this is desirable from a deregulation standpoint and justified by the constitutional principle of the tripartite division of powers.

The second of the proposed amendments is the repeal of Article 586 of the CCPC, which provides for criminal liability of a member of the management board or liquidator of a company in the event of failure to file for bankruptcy of a commercial company despite the existence of prerequisites justifying the declaration of bankruptcy.

Amendments to the Act on the Liability of Collective Entities

Regarding the Act on the Liability of Collective Entities, the draft proposes:

• introducing new provisions, such as Article 9a, which introduces the possibility of adjudicating compensatory measures (środki kompensacyjne) against a collective entity, and Article 43a, which introduces a previously unknown special procedure governing the possibility of a collective entity to submit to punishment; as well as
• expanding (in Article 14 of the Act) the catalog of statute of limitations institutions to include the obligation to repair damage or compensate for harm and expanding Article 26 in terms of the possibility of requesting a security order to secure the obligation to repair damage or compensate for harm on the assets of a collective entity.

Amendments to the Act on Counteracting Money Laundering and Terrorist Financing (“AML Act”)

The draft provides for the repeal of Article 156 of the AML Act, which currently imposes criminal liability on the person designated to report suspicious transactions and circumstances indicating possible money laundering to the General Inspector of Financial Information (GIIF). It would be replaced by a new Article 154a, introducing an administrative fine of up to PLN 1 million, imposed for failure to fulfil the same reporting obligations.

Implementation Timeline

The planned date for the Council of Ministers to adopt the draft, according to the legislative and program work list, is the second quarter of 2025. However, the exact date when the draft will be submitted to Parliament for further proceedings is not yet known.