General meeting in a joint‑stock company

The general meeting is the highest decision‑making board of a joint‑stock company. It approves key matters concerning the company’s operations. It reviews management reports and the financial statements. It decides on profit distribution or loss coverage. It grants discharge to members of the company’s governing board. It may also adopt resolutions on other matters specified in the articles of association or in the law.

Matters requiring a resolution of the general meeting

Certain decisions must always be taken by the general meeting. These include approval of annual reports and granting discharge. They also include decisions on claims for damages caused during the formation of the company or during management or supervision. The general meeting decides on the sale or lease of the enterprise or its organised part. It also decides on the acquisition or sale of real estate unless the articles provide otherwise. It adopts resolutions on the issue of convertible bonds or subscription warrants. It may authorise the company to acquire its own shares in specific cases.

Acquisition of assets from founders or shareholders

The general meeting must approve agreements under which the company acquires assets from a founder or shareholder if the price exceeds one‑tenth of the paid‑up share capital. This applies for two years after registration of the company. The same rule applies to transactions with a parent company or subsidiary. The management board must present a report explaining the transaction. The report must be audited and published before the meeting.

Ordinary general meeting

The ordinary general meeting must be held within six months after the end of each financial year. It reviews and approves the management report and the financial statements. It decides on profit distribution or loss coverage. It grants discharge to members of the company’s bodies. Former members whose mandates expired may participate and submit comments. Shareholders may request access to documents related to the meeting. Documents must be provided promptly, including in electronic form.

Reserve capital

The company must create reserve capital to cover losses. At least eight percent of the annual profit is transferred to this capital until it reaches one‑third of the share capital. Share premium and certain shareholder contributions also increase reserve capital. The general meeting decides on the use of reserve and supplementary capital. One‑third of the reserve capital may be used only to cover losses shown in the financial statements.

Resolution on the continuation of the company

If the balance sheet shows a loss exceeding the sum of reserve capital, supplementary capital and one‑third of the share capital, the management board must convene the general meeting. The meeting decides whether the company should continue operating.

Extraordinary general meeting

An extraordinary general meeting is convened in cases specified by law or the articles. It may also be convened when authorised bodies consider it necessary.

Convening the general meeting

The general meeting is convened by the management board. The supervisory board may convene the meeting if the management board fails to do so. Shareholders holding at least half of the share capital or votes may convene an extraordinary meeting. The articles may authorise other persons to convene the meeting.

Shareholder requests

Shareholders holding at least one‑twentieth of the share capital may request that an extraordinary meeting be convened. They may also request that specific matters be added to the agenda. The request must be submitted no later than fourteen days before the meeting. The management board must publish changes to the agenda. Shareholders may also submit draft resolutions before or during the meeting.

Notice of the general meeting

The meeting is convened by public notice at least three weeks before the date. The notice must specify the date, time, place and agenda. If the meeting concerns amendments to the articles, the notice must include the proposed changes. The meeting may also be convened by registered letters, courier delivery or electronic communication.

General meeting of a public company

A public company convenes the meeting by publishing a notice on its website and in the manner required for current reports. The notice must be published at least twenty‑six days before the meeting. It must include detailed information on participation procedures, voting rights, proxy voting, electronic participation and the right to ask questions. It must also indicate where documents and draft resolutions can be accessed.

Website obligations of a public company

A public company must publish all meeting‑related documents on its website. These include the notice, the number of shares and votes, draft resolutions, reports and voting forms. If forms cannot be published online, the company must provide them by post on request.

Voting advisers

Voting advisers must publish information about their methods, data sources and conflict‑of‑interest policies. They must update this information annually. They must also inform clients about any conflicts of interest that may affect their recommendations.

Place of the general meeting

The meeting takes place at the company’s registered office. A public company may hold the meeting in the city where the regulated market operator is based. Meetings must take place within the territory of Poland.

Resolutions outside the agenda

Resolutions cannot be adopted on matters not included in the agenda unless the entire share capital is represented and no one objects. Procedural motions and motions to convene an extraordinary meeting may be adopted even if not listed in the agenda.

Resolutions without formal convening

Resolutions may be adopted without formal convening if the entire share capital is represented and no one objects to holding the meeting.

Right to participate

Shareholders, pledgees and usufructuaries with voting rights may participate in the meeting if they are entered in the shareholder register at least one week before the meeting. In public companies, only persons who are shareholders sixteen days before the meeting may participate.

Certificate of the right to participate

A shareholder of a public company may request a certificate confirming the right to participate. The certificate includes detailed information about the shares and the shareholder. The list of persons entitled to participate is prepared based on these certificates.

Transfer of shares

A shareholder of a public company may transfer shares between the record date and the end of the meeting.

Electronic participation

Participation in the meeting may take place using electronic communication. This includes real‑time two‑way communication and remote voting. The supervisory board adopts regulations governing electronic participation. A public company must provide a live broadcast of the meeting. The company must confirm receipt of electronic votes and, upon request, confirm that the vote was correctly recorded and counted.

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