The new draft of changes to the Commercial Companies Code introduces a concept of “the group of companies with the joint economic interest”. Upon the consent of shareholders, companies will be able to conclude an agreement which will stipulate the rules of their permanent co-operation. The dominant company in a holding will acquire rights to control and supervise dependant companies, including the right to inspect books and documents of dependant companies and management boards of the latter ones will not be able to object. However, the dominant company will not have a right to impose its intentions on dependant companies or to force them to exercise given actions. Furthermore, the companies belonging to a given group (holding) under actual or contractual organisational links will be able to take into consideration a broader interest of the group while performing their businesses. While performing their businesses the companies will also be obliged to take into consideration interests of their creditors and possible minority shareholders. Companies will disclose the information of their participation in the group of companies in the National Court Register (KRS) and in all letters or trade orders sent by companies as well as on their websites.
Contact: Małgorzata Lewandowska,

mlw@pnplaw.pl