The outbreak of the coronavirus epidemic and the associated restrictions on traveling have complicated the performance of standard procedures for the operation of enterprises, in particular those requiring meetings, such as general meetings of partners of limited liability companies Meeting of shareholders in a limited liability company is a collegiate body which, in order to act which is adopting resolutions, generally required the meeting of the company’s shareholders in person in one place, usually the company’s headquarters. During the epidemic, such meetings were highly difficult, especially if the company has partners who come from or live abroad on a daily basis. The solution to this problem is to be an amendment to art. 234 [1] of the Commercial Companies Code changing the mode of conducting online meetings. Until now, the Code of Commercial Companies has allowed the meeting to be carried out by means of distance communication. This was, however, subject to a fairly serious condition of placing such procedure in the company’s articles of association, which required either anticipating it already at the stage of establishing the company or making changes to it, which of course involves higher costs and the form of a notarial deed.  In the current shape of art. 234 [1] of the Code of Commercial Companies reverses the mechanism and allows meetings in this form if it’s not prohibited in the articles of association. It is enough for the person calling the meeting (usually the board of directors) to inform about the online procedure.  Additional conditions for conducting a remote meeting include the adoption of the rules for holding meetings in this form by the supervisory board or the shareholders themselves. The rules should specify the necessary requirements and circumstances for conducting such a meeting and in case of approving it by the shareholders, it...Read More

On the 1st November 2019 the obligatory split payment mechanism was introduced. This mechanism replaced the previously applicable VAT reverse charge mechanism. Under reverse charge mechanism, the recipient or the buyer of goods or services mentioned in Appendix no. 11 and 14 to The Goods and Services Tax Act of 11 March 2004 (‘VAT Act’) was obligated to pay the tax (this system particularly concerned subcontractors for construction services). The current split payment mechanism consists in the fact that in transactions between entrepreneurs, the payment made is divided between two accounts – the net amount is transferred to the regular bank account, and VAT amount is transferred to the VAT account associated with the regular bank account. The split payment mechanism will be mandatory if all the following conditions are met: – the transaction is carried out between VAT taxpayers, – the value of the transaction, regardless of the number of payments, exceeds PLN 15,000 or its equivalent, – the transaction relates to supplies of goods and services listed in Appendix no. 15 of the VAT Act (this Appendix includes in particular, goods and services previously subject to the reverse charge mechanism in accordance with Appendix no. 11 and 14 to the VAT Act, e.g.: construction works associated with constructing residential and non-residential buildings; works related to the installation of: electrical, plumbing, ventilation, air-conditioning and gas installations; finishing works). For transactions not exceeding PLN 15,000, the split payment mechanism is voluntary. The invoice documenting the transaction covered by the mandatory split payment mechanism must include the annotation: “mechanizm podzielonej płatności” (“split payment mechanism” in Polish). The lack of annotation mentioned above will result in a fine being imposed on the seller in the form of an additional tax liability in the amount of 30% of the VAT amount resulting from...Read More