Group of companies

A group of companies operates based on a shared interest. The parent company and the subsidiary may act in the interest of the group, provided this does not harm creditors or minority shareholders. The document states that “the parent company and the subsidiary participating in the group of companies act, alongside the interest of the company, in the interest of the group of companies”. Participation in the group requires a resolution and disclosure in the register. Only after disclosure do the rules governing the functioning of the group apply.

Binding instructions

The parent company may issue binding instructions to the subsidiary. The instruction must be justified by the interest of the group and must be in written or electronic form. The document indicates that the instruction must specify the expected actions of the subsidiary and the anticipated consequences. It must also indicate how any damage will be remedied. This mechanism enables coordination of activities within the group.

Resolution on execution of the instruction

Execution of a binding instruction requires a resolution of the management board of the subsidiary. The resolution must include the elements specified in the instruction. The management board may refuse to execute the instruction if the statutory conditions are met. The subsidiary informs the parent company of its decision. This solution ensures control over actions taken in the interest of the group.

Refusal to execute the instruction

The subsidiary may refuse to execute the instruction if doing so would lead to insolvency or a threat of insolvency. The document states that refusal is also required when the instruction could cause damage that will not be remedied within two years. The articles of association may provide additional grounds for refusal. The resolution must include justification.

Liability of corporate body members

Members of the subsidiary’s corporate bodies are not liable for damage resulting from the execution of a binding instruction. The document indicates that this rule also applies to members of the parent company’s bodies acting in the interest of the group. This protects managers from risks associated with decisions made within the group structure.

Access to documents

The parent company may review the books and documents of the subsidiary. It may also request information. If the subsidiary refuses, the parent company may apply to the court. This right strengthens oversight and ensures transparency within the group.

Supervision by the supervisory board

The supervisory board of the parent company exercises ongoing supervision over how the subsidiary pursues the interest of the group. It may request access to documents and information. Members of the supervisory board may not disclose the subsidiary’s secrets. If the parent company does not have a supervisory board, its powers are exercised by the management board.

Report on contractual relations

The management board of the subsidiary prepares a report on its contractual relations with the parent company. The report covers the last financial year. The document indicates that it must include information on binding instructions. It may form part of the management board’s annual report.

Examination of group activities

Minority shareholders may request the appointment of an audit firm to examine the activities of the group. The request may concern accounting and relations between the companies. The court may limit the scope of the examination if necessary to protect business secrets. This strengthens the protection of minority shareholders.

Compulsory buyout of shares

Minority shareholders may request a compulsory buyout of their shares by the parent company. This applies when the parent company holds at least ninety percent of the share capital. The document states that the request may be made once per financial year. Until payment is made, the shareholder retains all rights.

Compulsory squeeze-out of shares

The shareholders’ meeting may adopt a resolution on the compulsory squeeze-out of minority shareholders. This right may also apply to a parent company holding at least seventy‑five percent of the capital, if provided in the articles. This solution helps streamline the ownership structure.

Liability of the parent company towards the subsidiary

The parent company is liable for damage caused to the subsidiary by executing a binding instruction. The document states that liability arises if the damage is not remedied within the specified time. A shareholder of the subsidiary may bring an action if the subsidiary fails to do so within one year. This protects the interests of the subsidiary.

Liability towards shareholders

The parent company is liable towards the subsidiary’s shareholders for a decrease in the value of their shares resulting from the execution of a binding instruction. The document states that the claim becomes time‑barred three years after the shareholder becomes aware of the damage. This strengthens the protection of minority investors.

Liability towards creditors

If enforcement against the subsidiary is ineffective, the parent company is liable for the creditor’s damage. It is presumed that the damage equals the amount of the unpaid claim. This liability does not affect rules providing for broader responsibility. This protects the creditors of the subsidiary.

Termination of participation in the group

Participation in the group ends by resolution of the subsidiary or by a declaration of the parent company. Termination requires a three‑quarters majority. This allows the companies to end cooperation within the group.

Associated company

Provisions concerning the subsidiary may apply to an associated company if provided in its articles. The document states that the rules do not apply to public companies, companies in liquidation or bankruptcy, and entities supervised on the financial market. This defines the scope of application of the group regulations.

Polish commercial companies   Partnerships in Poland   Polish capital companies   Group of companies   General partnership in Poland
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Management board of a joint-stock company   Supervisory board of a joint-stock company   General meeting in a joint‑stock company