Corporate law 2024/2025 – major trends

Introduction

This is a quick update on the trends in corporate law in Poland which the Corporate Advisory Practice of the Tomczykowski Tomczykowska Law Firm observed in 2024 and those we believe will emerge and be relevant in 2025.

Firstly, we point to the growing interest in corporate group law, clearly visible in 2024, which (despite the demands of some academic legal writers) is not planned to be repealed by the current government. Thus, in our opinion, the corporate groups operating in Poland should devote the year 2025 to analysing their operations for compliance with this regulation and whether they might benefit from the solutions provided for in the corporate group law.

Secondly, we take a look on the family foundations’ operation, also in view of the changes in their taxation announced in 2024 and show how this succession tool continues to be popular in Poland and how it will, as it was the case in 2024, result in numerous reorganisation projects in 2025.

Thirdly, we address the most recent regulatory changes which, even if not fundamentally important, are relevant for businesses in practical terms. These are: whistleblower protection legislation, e-Delivery regulations, new Polish Classification of Activities (PKD 2025) codes, changes in the Accounting Act concerning financial statements and draft amendment to the regulation on share register in non-public companies.

We invite you to read on!

Growing interest in corporate group law and reduction of legal risks associated with operating in corporate groups

October 2024 marks the two-year anniversary of the Polish corporate group law. It is clear now that (despite the demands of some academic legal writers) the government is not planning to repeal this regulation. So, corporate groups have already started the process of adapting to the regulation: around 100 entities have disclosed their participation in
a corporate group in the commercial register by the end of 2024.

In this context, here are our 3 recommendations for 2025 for all corporate groups operating in Poland, including those with foreign parent companies:

1.carry out an audit of the group’s internal rules of operation (group policies and strategies) and check for their compliance with the corporate group law regulation;

2.analyse whether your group would benefit from setting up a registered corporate group;

3.analyse to what extent the existing legal risks can be minimised in your corporate group by concluding a relationship agreement, introducing new group policies or adjusting the articles of association.

Family foundations in 2024

The institution of the family foundation has been in place since 22 May 2023 and is designed for entrepreneurs to plan their succession, protect accumulated assets and have benefits distributed to beneficiaries.

2303 applications for a family foundation to be entered in the register were filed in 2024, as compared to 829 in 2023, and resulted in 1993 foundations being registered, which is nearly four times more than in 2023 (450 foundations). The above figures clearly show the family foundation to be a much needed succession tool.

A large number of reorganisation projects were also carried out in 2024, with the shares held by family business owners being transferred to family foundations. The total value of such projects handled by our law firm exceeds billions of EUR.

In conclusion, as we predicted in our report a year ago, Polish entrepreneurs definitely became more interested in family foundations in 2024. We expect that many new family foundations will be established in 2025 as well and numerous reorganisation projects related to the family foundations will be implemented.

Recent legal changes affecting businesses

Whistleblower Protection Act

In September 2024, the Whistleblower Protection Act came into force. Most importantly, the act  impose an obligation to  implement an internal reporting procedure on entities employing at least 50 persons (regardless of the basis of employment) and those subject to the Anti-Money Laundering and Terrorist Financing Act (“AML”) (regardless of the number of persons employed). This duty came into force on 1 January 2025.

Failure to implement the procedure results in a fine. Obstruction of reporting, retaliation or disclosure of whistleblower data is even punishable by imprisonment.

e-Delivery

On 1 January 2025, e-Delivery regulations also came into force. The obligation to use e-Deliveries will apply to all businesses registered in the National Court Register.

Companies that register in the business register after 1 January 2025 are obliged to activate their e-Delivery address on or before registration, while those registered before 2025 date must activate their e-Delivery address from 1 April 2025.

The e-Delivery service is a new mechanism for online correspondence between public entities and businesses with the same legal effect as the delivery of correspondence by registered letter with acknowledgement of receipt.

New PKD 2025 codes

The new Polish Classification of Activities (“PKD”) codes were introduced on 1 January 2025. As a reminder, the PKD is a systematic grouping of economic activities used for public statistics, records and accounting. Most importantly, the obligation to use PKD apply to all businesses when registering in the National Court Register.

Entrepreneurs starting a business in 2025 are required to indicate the new PKD 2025 codes in their application for registration.

Companies registered in the National Court Register before 2025 need to update their PKD codes only if they report a change to their business objects in the register.

If businesses do not change the PKD codes themselves by 31 December 2026, the system will replace the existing codes automatically.

Changes to Accounting Act

1 January 2025 is also the effective date of amendments to the Accounting Act.

Key changes:

• new limit set for the obligation to keep accounting records;
• new parameters set for entities to be recognised as micro-, small, medium, and large-sized enterprises;
• an obligation for small and medium-sized entities admitted to trading on a regulated market and all large entities, as well as the parent entity of
  a large group, to report ESG;
• new limit for the obligation for set for limited liability companies (and other entities) to have their financial statements reviewed by a statutory auditor.

Amendment to Code of Commercial Companies – increasing security and transparency of trading in shares of non-public companies

In October 2024, a draft amendment to the Code of Commercial Companies concerning the shareholder register was announced.

As a reminder, as of 1 March 2021, shares in non-public joint-stock companies, limited joint-stock partnerships and simple joint-stock companies can no longer be in the form of a document, but must be registered in the electronic shareholder register.

Under the draft amendment the following changes are planned:

• shares will no longer be divided into registered shares and bearer shares;
• more information on the shareholder register will need to be disclosed in the National Court Register;
• the registration court will be able to initiate compulsory proceedings if shares have not yet been entered in the shareholder register;
• the transition period during which share documents may be used will be extended by a further 2 years.

The amendment is expected to be adopted in the Polish parliament in 2025.