February 10th 2017
On 1st January, 2017, the following changes entered into force in the Commercial Companies Code. Article 209 of the CCC after changes states, that in the event of a conflict between the interests of the company and the interests of a member of the management board, his or her spouse, relatives and relatives up to the second degree and of the persons with whom he or she is associated personally, the member of the management board should disclose the conflict of interests and abstain from participation in settlement of such matters and may require entering that in the protocol.
In addition, provisions of Article 236 of the CCC provides that a partner or partners representing at least one tenth of the share capital may demand that extraordinary meeting of partners be convened and demand that specific issues be included in the agenda of that meeting of partners. In addition a partner or partners representing at least one twentieth of the share capital may demand that specific issues be included in the agenda of the next general meeting of partners. Such request must be submitted in writing to the management board not later than three weeks before the date of the general meeting of partners. The management board included the issues covered by request in the agenda of the nearest general meeting of partners and informs the partners in accordance with Article 238 of the CCC. If within two weeks of the date of presentation of the demand to the management board referred to in Article 236 § 1, the extraordinary general meeting of partners is not convened with the agenda conformable with the demand or when the agenda of the next general meeting of partners shall not include the issues referred to in Article 236 § 11 of the CCC, the Registry Court may, after calling the board to make a declaration, authorize to convene an extraordinary general meeting of partners who placed the demand. The partners on demand of which the meeting was convened, may ask the Registry Court to dispense from the obligation to cover the costs imposed by resolution of the meeting.
In the Law of 26 June 1974 - Labor Code (OJ 2016 item 1666) the following changes have been made. The employer who hires less than 50 employees not covered by the Collective Labor Agreement or the supra-institutional Collective Labor Agreement may lay down the conditions for the remuneration in the remuneration regulations. The employer who hires at least 20 and less than 50 employees not covered by the Collective Labor Agreement or the supra-institutional Collective Labor Agreement shall determine the conditions of remuneration in the remuneration regulations, if the union organization requests its determination. In the remuneration regulations the employer may determine other benefits associated with the work and the rules for their allocation. The rules of placing the employee handbook are also provided.
Furthermore, in view of the termination or expiry of the employment relationship, the employer shall immediately issue the certificate of employment to the employee, if he does not intend to sign another employment contract with them within 7 days from the date of termination or expiry of the previous employment relationship. The certificate of employment applies for the period or periods of employment for which no certificates have been issued so far. However, in the case of signing another employment contract with the same employee within 7 days from the date of termination or expiry of the previous employment relationship, the employer shall issue the certificate work only on their demand, in written or electronic format; the request may be made at any time and apply to the issue of the certificate of employment for the previous period of employment or all periods of employment for which no certificates have been issued so far. The issue of the certificate of employment may not be subject to prior settlement of employee with the employer.
It is also important to order to conclude contracts of total entrustment of property in writing under pain of nullity.
Another important change is the extension of the period for appealing that may be brought before a court against the termination of the contract of employment. This time limit will be 21 days from the date of the letter denouncing the contract of employment. The request for reinstatement or compensation shall be lodged with the labor court within 21 days from the date of the termination of employment without notice or from the date of expiry of the contract of employment. The request of a contract of employment shall be lodged with the labor court within 21 days from the date when the notification about the refusal to work was presented.
From 1st January, 2017, the Law of 22 July 2016 also entered into force, amending the Act on minimum wage and certain other acts, that specifies the minimum rate of 13 PLN gross per hour for employees on the basis of the order contracts (Article 734 of the Civil Code) and contracts for the provision of services (Article 750). The remuneration in this amount should be paid in the form of money and additionally in the case of contracts concluded for longer than 1 month, the payment should be made at least once a month. The legislator also introduced the principle, that the remuneration in the amount resulting from the minimum hourly rate cannot be waived. In addition, the amendment provides that if the confirmation of number of hours in the contract is not defined, the contractor/recipient shall provide the payer with information on number of hours of work/services. This may result in a loss of control over time by contractors and consequently give rise to additional financial burdens for the payers. The legislator also provided a few exceptions, in which the amendment shall not apply. The minimum hourly rate will not apply in the case of contracts of the order or the contract for the supply of services where: the place and time of the provision of services shall be decide by the contractor/recipient and the contractor/recipient entitled only to the remuneration depending on the results (commission reward). Please note that if the remuneration is not adapted in practice to minimum hourly rate, the contractor/recipient may claim before a labor court to the amount calculated using the minimum rate. In addition, from 1st January, 2017 the non-payment of remuneration in the amount of PLN 13 gross per hour shall be an offense punishable by a fine of PLN 1,000 to PLN 30,000.
In addition, on 1st January, 2017, the following significant changes were entered to the Civil Code, which suggested that the procuration may include authorization also or solely to make operations jointly with a member of the management organ or a member entitled to represent the commercial partnership. The notification letters or declarations addressed to the company may be made to one of the persons granted with procuration.
The amendment has also put an end to dilemmas related to calculation of the date at which the legal action had to be carried out, e.g. in response to the request by the court on civil matters. It was therefore clearly determined that if the end of the period for the implementation of operations shall fall on the day recognized by law to be free from work or on Saturday, the time limit shall expire on the next day which is not a day free from work or Saturday.
For more information, please contact Małgorzata Krzyżowska.