On 9 February 2022. The Sejm adopted an act amending the Act – Commercial Companies Code and certain other acts, which is to introduce provisions regulating the so-called holding law.
In the Commercial Companies Code, the amendment adds a new section entitled “Group of companies”. This term is to be understood as a parent company and subsidiary company or companies, which are capital companies, guided, in accordance with the resolution on participation in a group of companies, by a common strategy to pursue a common interest, justifying the exercise by the parent company of uniform management over its subsidiary or subsidiaries.
According to the new regulations, a parent company and a subsidiary that participate in a group of companies shall be guided, alongside the interest of the company, by the interest of the group of companies, as long as this does not aim to harm the creditors or minority shareholders of the subsidiary. The parent company may give binding instructions to the subsidiary regarding the conduct of the company’s affairs and may inspect the subsidiary’s books and documents. The formation of a group of companies shall be subject to notification to the National Court Register.