The latest changes in the Code of Commercial Companies were adopted as part of a package of legal acts aimed at introducing simplifications for entrepreneurs in tax and commercial law. The amended provisions will come into force on March 1, 2019.

The most important changes concerning capital companies, in particular limited liability companies, are:

• an obligation to pay a dividend immediately after the dividend day - if the resolution of the shareholders’ meeting does not specify the dividend payment date; the management board can no longer determine it (Article 193 of the CCC);
• an obligation to return all or part of the amounts of advances paid for the dividend, if in a given financial year the company recorded a loss or a profit in the amount lower than the amount of the paid advances for the dividend;
• repealing the obligation to hold a shareholders’ meeting in matters reserved for an ordinary shareholders’ meeting, which means that resolutions on the approval of the financial statements, distribution of profit or loss coverage as well as those discharging from the fulfillment of duties may be made in writing;
• the right to cancel the shareholders’ meeting by the convening party, while in the event if the shareholder (or shareholders) demanded that an extraordinary meeting be convened, only the shareholder (or shareholders) may cancel it;
• organizing the rules of resignation from the function of a board member: if as a result of resignation no mandate of the board member was filled, the member of the board submits the resignation to the shareholders and is obliged to convene the shareholders’ meeting at the same time;
• the abolition of the limitation of liability for the liabilities of the divided company to the value of net assets granted in the division plan to the acquiring company or the newly created company; the three-year term of joint and several liability was upheld.

In addition, minor changes concerning partnerships have been introduced:

• a partner of the board of a partner company must have at least one partner; third parties may also be members of the board as before;
• the possibility of a general partner to withdraw from a limited joint-stock partnership, even if such a possibility is not provided for in its statute.