Supervisory Board

The Supervisory Board (“SB”) exercises permanent supervision of all the Company’s activities, whereby the SB members may inspect the Company’s entire documentation and request information from the Executive Board (“EB”) as well as Company’s employees. Generally, the SB is obligatory in Limited Liability Companies (“LLC”) with share capital exceeding PLN 500,000 and where there are more than twenty-five Shareholders. LLCs may have an audit committee (in Polish: “Komisja Rewizyjna”) instead or additional to the SB. In practice audit committees are very rare.

Division of Duties:  SB members are entitled to supervise the Company’s activities individually (unless otherwise provided in the Articles of Association (“AoA”)). Decisions of the SB are taken in form of resolutions adopted usually at the SB Meetings. [...] The SB duties include in particular evaluating annual financial statements, annual EB report and motions of the EB concerning decisions on Company’s profits or losses. The SB provides the General Meeting (“GM”) with an annual written report on the results of such evaluation. The AoA may extend the scope of the SB’s duties and provide inter alia for SB reserved matters, where the EB is obliged to get the SB’s approval, or give the SB the right to suspend the EB members for valid reasons. The SB is not entitled to issue binding instructions for EB members. The SB members cannot represent the Company vis-à-vis third parties, except in agreements or disputes with EB members.

Composition: The SB must consist of at least 3 members (with no applicable maximum unless otherwise determined in the AoA). All SB members must be physical persons with full legal capacity and not convicted for crimes specifically indicated in the Polish Commercial Companies Code. It is not possible for an EB member to act simultaneously as an SB member. The same restrictions apply to commercial proxy, liquidator, manager of company’s branch office or certain persons employed by the Company.

Appointment/Dismissal Competence: EB members are generally appointed by way of a SB Resolution, unless AoA states otherwise. The AoA may provide that the EB members may be appointed by way of Shareholders Resolution or may provide for nomination rights of certain Shareholders. From 1 January 2017, the Shareholders Resolution or the AoA may provide that the EB member is nominated by the Supervisory Board (“SB”) after conducting a qualification procedure, whereby rules of such procedure may be determined in the abovementioned Shareholders Resolution or AoA. The AoA or the Shareholders Resolution may specify the requirements (qualifications) to be met by candidates for the position of an EB member. Dismissal of EB members may be achieved through a SB Resolution or a Shareholders’ Resolution (absolute majority of votes, unless AoA states otherwise). EB members nominated by individual Shareholders may also be dismissed by such Shareholders in their sole discretion. Generally, no minimum term applies to the EB members, but their term of office cannot exceed the period of 5 years. A reappointment for another term cannot occur earlier than one year before the end of the current term of office of the EB member. Nonetheless, if the AoA does not provide any specific term of office of EB members, the mandate of the EB member shall expire at the latest on the date of the GM which approves the financial report for the last full financial year of service as an EB member.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Poland on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with WKB Wiercinski, Kwiecinski, Baehr before actually changing any board members in Poland.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by EB members in required number (i.e. joint or individual signature).

At least 2 weeks prior the GM.

Yes.

No.

Yes, if all Shareholders are present at the GM and do not object.

Convening notice to be sent by registered letter or courier to all Shareholders. The notice may be sent via electronic mail to all Shareholders who granted their written consent.

2

GM.

Minutes of the GM and attendance list.

Yes, to be signed by the Chairman and recording clerk of the GM.

Attendance list to be signed by all present Shareholders and the Chairman.

At the date as stipulated in the convening notice, unless waived, cf. Step 1).

Yes.

No.

Yes, if all Shareholders agree to pass a written Circular Resolution.

3

Filing of application with the National Court Register.

(i) Application in written form (special forms to be completed);

(ii)  Minutes of the GM or written Circular Resolution;

(iii) List of entities entitled to appoint the EB members (if such a list has not yet been submitted to the registry court).

Yes, application form to be signed by the EB members in required number (i.e. joint or individual signature).

Filing within 7 calendar days of the GM,

Yes.

No.

No.

Documents in foreign language need to be accompanied by a certified translation into Polish.

1
Step 1
>2 weeks*
2
Step 2
0 days
3
Step 3
0-7 days

0-21 days

*However, less than 14 days is possible if Step 1 is waived.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by EB members in required number (i.e. joint or individual signature).

At least 2 weeks prior to the GM.

Yes.

No.

Yes, if all Shareholders are present at the GM and do not object.

Convening notice to be sent by registered letter or courier to all Shareholders. The notice may be sent via electronic mail to all Shareholders who granted their written consent.

2

GM.

Minutes of the GM and attendance list.

Yes, to be signed by the Chairman and recording clerk of the GM.

Attendance list to be signed by all present Shareholders and the Chairman.

At the date as stipulated in the convening notice, unless waived, cf. Step 1).

Yes.

No.

Yes, if all Shareholders agree to pass a written Circular Resolution.

3

Filing of application with the National Court Register.

(i) Application in written form (special forms to be completed);

(ii)  Minutes of the GM or written Circular Resolution;

(iii) List of entities entitled to appoint the EB members (if such a list has not yet been submitted to the registry court).

Yes, application form to be signed by the EB members in required number (i.e. joint or individual signature).

Filing within 7 calendar days of the GM.

Yes.

No.

No.

Documents in foreign language need to be accompanied by a certified translation into Polish.

1
Step 1
>2 weeks*
2
Step 2
0 days
3
Step 3
0-7 days

0-21 days

*However, less than 14 days is possible if Step 1 is waived.

Fee quote

WKB Wiercinski, Kwiecinski, Baehr has provided all input about changing board members in Poland [...]

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For more information about WKB Wierciński, Kwieciński, Baehr and changing board members in Poland, please use the below contacts:

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