Filing information with the Central Register of Beneficial Owners
The deadline for filing information on the beneficial owner with the Central Register of Beneficial Owners (Polish: CRBR) has been extended – to 13 July 2020. Previously, the deadline for filing information on the beneficial owner was 13 April 2020.
Closing of the financial year
In the case of companies that are not under the supervision of the Financial Supervision Authority, deadlines for complying with obligations connected with the closing of the financial year have been extended by 3 months. This means that in the case of companies whose financial year is equal to the calendar year:
• deadline for closing the accounts and for the Management Board to prepare the financial statements and the management report for 2019 has been extended to 30 June 2020.
• deadline for the General Meeting of the Shareholders to approve the financial statements and the Management Board's report has been extended to 30 September 2020.
In the case of entities under the supervision of the Financial Supervision Authority, the above deadlines have been extended by 2 months.
The above regulations only apply to companies whose financial year ended between 29 September 2019 and 30 April 2020, and only refer to the extension of deadlines for those obligations for which the deadline did not expire prior to 31 March 2020.
Remote operation of companies' governing bodies
The new regulations offer solutions enabling the companies' governing bodies to operate on a remote basis without the need to stipulate such an option in the articles of association. The solutions may be used unless the articles of association provide otherwise.
The following solutions have been introduced:
Management Board / Supervisory Board:
- the ability to participate in the Management Board or Supervisory Board meetings using means of distance communication,
- the ability for the Management Board or Supervisory Board to adopt resolutions in writing or using means of distance communication (teleconference, videoconference, electronic mail, etc.), and
- the ability for a Management Board/Supervisory Board member to cast their vote in writing through another member.
General Meeting of the Shareholders:
- the ability to participate in General Meetings using means of electronic communication,
- the participation in the General Meeting includes in particular:
- two-way communication in real time of all persons participating in the meeting where they can speak in the course of the meeting while staying at a different place than the meeting venue, and
- exercising, in person or by proxy, the right to vote prior to or in the course of the meeting.
- however, the participation in General Meetings on a remote basis is possible under the following conditions:
- the Supervisory Board (or, in its absence, the Shareholders) must define in the form of Bylaws detailed principles of participation in the meeting with the use of means of electronic communication. The Bylaws may not set out requirements or limitations that are not necessary for identifying the Shareholders and ensuring security of electronic communication. The Bylaws may be adopted by the Shareholders' resolution without a meeting if the Shareholders representing the absolute majority of votes grant their consent in writing to the provisions of such Bylaws;
- the notification on the General Meeting should additionally include the information on the manner of participation in that meeting, speaking during the meeting, voting and protesting against the resolution or resolutions adopted at such a meeting.
Despite the extension of deadlines for filing information on the companies' beneficiary owner and deadlines for complying with the obligations connected with the closing of the financial year, in our view, it is recommended to take preparatory steps now to ensure that the obligations are properly complied with by the extended deadline. If you are interested in implementing the option of holding General Meetings on a remote basis, it is recommended to prepare the relevant Bylaws in advance in order for that option to be available in the future.
Wiewiórski Legal offers assistance in that respect. Our specialists can assist you, among others, in your actions intended to determine the beneficial owner, in submitting data to the Register and in filing the financial statements, as well as in preparing the Bylaws for remote participation in the General Meetings of the Shareholders.