The practice of business activity of our clients more and more often encourages us to analyse the possibility and purposefulness of applying new technical solutions aimed at improving their work on many areas, including the area of contracting. In the era of restrictions forced by the global situation it is necessary to limit direct contacts between trading participants. Therefore, it is particularly pertinent to redefine when their direct presence is necessary and when they can make use of electronic means. It tourns out that in many areas of current business of entrepreneurs from different branches the choice of new technological solutions will be sufficient. They will be able to reduce the necessity of direct presence and personal signing to matters of the utmost importance. Following the development of technology, the mobile devices in particular, more and more parts of business activity have been transferred into the virtual reality. It involves documents of all kinds which are commonly drafted on a computer, sent to the client and amended in a digital form, in case of contracts. They are printed not until the final stage, when it is obligatory to obtain the signature. However would it be nowadays possible (and how much simpler would it be) to bypass also this last element and obtain a signature in a broadly understood electronic form? The first step in that direction was taken by passing the Directive 1999/93/WE, which introduced the term of an electronic signature into the European Union legislation. According to the definition included in this act these are data in electronic form which is attached to other data in electronic form and which is used by the signatory to sign. Separately as the “advanced electronic signature” was named an electronic signature which is additionally uniquely linked to signatory, capable of identifying them,...Read More

Due to the prevailing coronavirus pandemic and the gradual resumption of court activities, polish government has been introduce new provisions to reconcile their functioning in accordance with the requirements of sanitary safety. For this purpose, the latest amendment to the Act of March 2, 2020 (Journal of Laws of 2020, item 374, as amended) on specific solutions related to the prevention and eradication of COVID-19, other infectious diseases and the situations caused by them crisis (so called The “anti-crisis shield”) introduced, among others, the following changes in civil proceedings. I.    Court sessions online – to the anti-crisis shield has been added art. 15zzs1 – 15zzs5. which are regulating the way of conducting hearings in civil proceedings. In accordance with art. 15 zzs1 of the anti-crisis shield, there was introduced some options so that parties would not have to appear in court for hearings and public sessions. First, they will be carried out via telecommunications equipment. This means that the parties will be able to participate in the hearings through devices transmitting sound and image at a distance, e.g. by staying in the office of their attorney. The second option, in the event that it will be impossible to conduct a hearing by means of communication indicated above, and personal appearance may endanger the lives and health of participants, the presiding judge has the option of changing the public mode to unpublic. The party has 7 days from delivery of the order to oppose the session in camera. The above procedure in civil cases is to be the rule, and exceptions to it are exceptional in nature throughout the period of the threat of epidemic, the epidemic as well as one year after the termination of the last of them. All these modes will apply unless the hearing can be...Read More

At the beginning of next year, significant changes to the consumer law resulting from the Act of 31 July 2019 amending certain acts in order to reduce regulatory burdens [polish: o zmianie niektórych ustaw w celu ograniczenia obciążeń regulacyjnych] will come into force. It will include changes in the Civil Code and the Act of 30 May 2014 on Consumer Rights. According to the changes, consumer protection will be extended to entrepreneurs who are natural persons and conclude a contract with another professional entity, directly connected with his or her economic activity, but not of “professional nature”. It is not clear how to understand the term “professional nature of the contract”. The Act states that this is to be based on information entered into the Central Registration and Information on Business [polish: Centralna Ewidencja I Informacja o Działalności Gospodarczej]. For example, new rights will be available to an accountant who will buy a printer or a car mechanic who will buy the property in order to run his business on it. This is based on the assumption that when concluding contracts outside the industry or specialisation in which they operate on a daily basis, traders are not professionals but rather, like consumers, a weaker party to the contract and should be better protected. Firstly, the new regulations refer to the application of protection from unlawful contractual provisions. Thus a contract between entrepreneurs will not be binding, to the extent that it is not individually agreed and violates the interests of one of the parties. Secondly, the provisions governing consumer rights under the warranty for defects in goods will also generally apply to entrepreneurs. However, there will be still a possibility to extend, limit or exclude warranty liability in contracts concluded between professionals, regardless of whether the contract is of professional...Read More

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