Business Law Journal 09/2023

The construction of the acquisition of the company's/ partnership's assets by a partner or shareholder is expressly provided for in two cases. First, such a possibility is governed by Article 66 of the Polish Code of Commercial Partnerships and Companies (CCPC) on the right to take over the assets of a general partnership by its partner if there is a reason for the dissolution in a partnership composed of two partners, attributable to one of them. This provision will apply mutatis mutandis to the professional partnership and the limited partnership (Articles 89 and 103 CCPC), and possibly to the limited joint-stock partnership (Article 126 § 1 pkt 1 CCPC). Second, such construction was introduced for companies by Article 300122 CCPC concerning the simple joint-stock company, which provides for the possibility of taking over the company's assets in the event of the occurrence of a reason for dissolution by a specific shareholder under a resolution of the general meeting, provided that the court of registry authorises such a takeover. The takeover of the company's/partnership's assets may or may not result in the continuation of the existing business by the shareholder or in the use of the acquired assets to develop other economic activities. In such a case, a kind of "transformation" of a commercial-law company or partnership into a sole trader may therefore occur. The aim of the article is to analyse the normatively determined constructs of the acquisition of the corporate assets by a partner in a general partnership and by a shareholder in a simple joint-stock company and to identify the similarities and differences between them, thus demonstrating the existence of two mechanisms enabling the "transformation" of a company/partnership into a sole trader.

The aim of the article is to determine the prerequisites, scope, as well as the legal nature of the contracting authority's liability for payment of due remuneration to subcontractors resulting from the provisions of the Public Procurement Law (Article 465 in connection with Article 464). It is particularly associated with answering the question of whether the contracting authority and the contractor are jointly and severally liable towards subcontractors or in solidum? The further objective is to examine the systemic relationships between the aforementioned provisions of the PPL and the provisions of the Civil Code (Article 6471, Article 366 and subsequent articles of the Civil Code) establishing analogous liability of the investor (including the contracting authority) for payment of due remuneration to subcontractors in construction contracts. This raises the question of whether this relationship is determined by the principle of lex specialis derogat legi generali, or if there is a concurrence of legal regimes? Resolving these issues is of significant importance from a doctrinal point of view, and also affects the interpretation of the aforementioned provisions of the law, and thus the effectiveness of protecting subcontractors' claims.

The purpose of this article is to describe principles governing entries in share register under the Polish law. The article is particularly focused upon the principle of speed entries, its practical consequences and its limitations. Authors argue that in these proceedings it is particularly important to make entries promptly. Obligation to undertake profound and comprehensive review arises when the entity maintaining register of shareholders has justified doubts, whether the entry would be justified.

Issues of directors' personal liability for limited liability companies tax debts are related to the need to maintain an appropriate relationship between enforcement of obligations under the law and respect for the rights of subjects of these obligations. On the one hand, in the case of limited liability companies, we are faced with the problem of guaranteeing effective protection to the company's creditors, including public law creditors, and, on the other hand, with the need to maintain acceptable standards for imposing liability for the company's obligations as a separate legal entity. The conflict of these values becomes apparent with particular intensity in the situation of actual influence on the functioning of the company by persons who are not appointed as directors or act as a director without due authority. Analysis of Polish, German and Austrian law allows the conclusion that the scope of liability of de facto directors is sometimes shaped differently and the sources of such liability are different. The purpose of this article is to indicate the need for a statutory regulation of the legal position of a de facto director.

The subject of the commentary is an approving analysis of the CJEU judgment of 29 September 2022 in case C-633/20. In the judgment, the CJEU found that in the light of the Insurance Distribution Directive, a legal person which its customers voluntary accession – for certain remuneration – to a group insurance contract is an insurance intermediary, and thus an insurance distributor. The CJEU accepted that the need to protect consumers is equally important in relation to a legal person that encourages customers to join a group insurance contract, which it has concluded with an insurer, and to an insurance intermediary (insurance distributor) whose profit-making activity is aimed at directly concluding insurance contracts. In the author's opinion, the theses included in the judgment require in-depth reflection. The purpose of the gloss is therefore to determine the practical significance of the CJEU ruling in the context of Polish insurance law, which contains certain regulations regarding the possibility of joining a group insurance contract (including article 18 of the Act on Insurance and Reinsurance Activity).