Company management in Poland
Poland is known to have a hierarchical business culture, and their managers are often seen as more authoritative when comparing them to managers from other European countries, like Sweden or Netherlands. Also the hierarchic scale is very well defined and seniors are shown a great deal of respect.
Power of shareholders in appointing or removing directors
The Polish law states that the supervision board issues resolutions regarding the appointment or removal of the members of the management board, unless a specific article within the company states otherwise. There are also cases in which a management board member can be removed by the general meeting, without taking into consideration how the member was appointed. When it comes to supervisory board members, they can be appointed or removed by resolutions of the general meeting.
Decisions earmarked to shareholders
There are special decisions reserved to the shareholders of a company
, such as approval of the management board’s report
on the company’s operations, as well as the financial report of the previous financial year. Decisions that concern claims for the reimbursement of damages caused by the formation of the Polish company
, transfer of ownership of the company, acquisition and transfer of real-estate, issue of convertible bonds are among other decisions that the shareholders are allowed to take.
Moreover, distribution of Polish dividends
and the coverage of losses, amendaments to company’s articles, mergera, divisions or transformations of the companies, as well as their liquidation also fall in the shareholder’s responsibilities.
Rights and liabilities of the shareholders
According to Polish company laws, shareholders that represent at least one-tenth of the company’s share capital have the right to request a general meeting and also prepare the respective agenda. There are cases in which a company can allow shareholders with a smaller proportion of shares to request such meetings.
A meeting request must be submitted to the management board, and if the requested meeting is not convened, the registry court has the right to authorize the shareholders to convoke an extraordinary meeting. Another fact stated by the Polish company law is that the management board is not obligated to transmit statements to the dissident shareholders.
In regards to liability, the company law in Poland specifies that shareholders are not responsible for any acts or omissions of the company.
A company manger concerning with the well-being of the company, most notably how the business entity complies with all the current regulations, will choose to work with a local team of Polish accountants. Specialized services, such as those offered by our local team, including annual filing, as well as ongoing tax payment and filing, VAT compliance, or payroll issues.