Month: May 2025

Since April of this year, amended regulations concerning the application for and issuance of the A1 certificate have been in force. Applications for this document can be submitted to the Social Insurance Institution (ZUS) exclusively in electronic form via the Electronic Services Platform (PUE). Paper applications are no longer accepted. The Social Insurance Institution reminds about the new procedure on its website.

What is the A1 certificate?

The A1 certificate confirms coverage under Polish social security legislation. It is an essential document for employees posted to work abroad. The A1 certificate is issued pursuant to Regulation (EC) No 883/2004 of the European Parliament and of the Council on the coordination of social security systems.

Poland stands out among EU countries due to the very high number of posted workers, which is why ZUS issues the highest number of A1 certificates in Europe. In 2020, 617,700 A1 certificates were issued, and in 2021, 676,700. The main country for which the largest number of certificates is issued is Germany, followed by France. In addition to employees, more and more entrepreneurs and service providers under civil law contracts are travelling abroad, informs Krystyna Michałek, Regional Press Spokesperson for ZUS in the Kuyavian-Pomeranian Voivodeship.

 

New application procedure

ZUS accepts only electronic applications for A1 certificates and issues the certificates in electronic form. Certificates issued by ZUS will be made available to the applicant on their profile created on the ZUS PUE platform.

In the event of refusal to issue an A1 certificate, ZUS will issue a decision, which will be accessible on the applicant’s PUE ZUS profile.

On the website www.zus.pl, the authenticity of the A1 certificate can be verified. The electronic form requires entering specific data from the certificate, and the validator will inform about the validity of the document. In this way, foreign social security institutions, foreign employers, or other entities can verify the validity and authenticity of the submitted document, explains Krystyna Michałek.

A printed A1 certificate constitutes proof of what is stated in the document issued electronically by ZUS and is an official document under Polish law. The printout serves as evidence in legal procedures.

Online tool to verify the validity of the A1 certificate (ZUS A1 Validator)

Since 1 April 2022, ZUS has launched a service on its website to verify the authenticity of the A1 certificate. By entering specified data from the certificate into the electronic form, the validator provides information about the document’s validity. This enables foreign social security institutions, foreign employers, or other entities to check the validity and authenticity of the submitted certificate.

The amended legal provisions and the measures implemented on their basis aim to streamline the process of applying for and issuing A1 certificates, including reducing errors when completing applications, preventing abuses, and limiting the circulation of paper documentation.

More information about the new procedure can be found on the Social Insurance Institution’s website: ZUS Homepage.

Rada Ministrów przyjęła projekt ustawy o zmianie ustawy o podatku od towarów i usług, przedłożony przez ministra finansów. Projekt dostosowuje polskie prawo do unijnych przepisów przewidujących szczególne rozwiązania i preferencje w zakresie VAT, w odniesieniu do działań obronnych realizowanych w ramach unijnej wspólnej polityki bezpieczeństwa i obrony.

 

Najważniejsze rozwiązania nowelizacji

1. Wprowadzone zostanie zwolnienie z VAT dla importu towarów przez siły zbrojne innych państw członkowskich do użytku tych sił lub towarzyszącego im personelu cywilnego (także zaopatrzenia ich mes bądź kantyn), jeżeli siły te biorą udział w działaniach obronnych przeprowadzanych w celu realizacji działania UE w ramach wspólnej polityki bezpieczeństwa i obrony (WPBiO).
2. Przemieszczenie towarów, które mają być wykorzystane przez siły zbrojne państwa członkowskiego uczestniczącego w działaniach obronnych przeprowadzanych w celu realizacji działania UE w ramach WPBiO, będzie stanowiło wewnątrzwspólnotowe nabycie towarów. Będzie to dotyczyło przypadku, gdy towary te zostały przemieszczone (wykorzystane) do użytku tych sił zbrojnych lub towarzyszącego im personelu cywilnego, jeżeli:

• towary te nie zostały nabyte przez te siły zbrojne na ogólnych zasadach regulujących opodatkowanie na rynku krajowym państwa członkowskiego oraz
• import tych towarów nie podlegałby zwolnieniu z VAT określonemu wyżej.

3. Minister finansów będzie mógł określić w rozporządzeniu przypadki i tryb zwrotu podatku siłom zbrojnym państw członkowskich biorących udział w działaniach obronnych prowadzonych w celu realizacji działania UE w ramach wspólnej polityki bezpieczeństwa i obrony i ich personelowi cywilnemu.

Nowe rozwiązania mają wejść w życie 1 lipca 2022 r.

Last week, a draft law on certain electronically concluded contracts and on amending the Social Assistance Act (No. UD 230) was submitted for public consultation. Among other provisions, it proposes the creation of an IT system designed to facilitate the lawful drafting of employment contracts, contracts of mandate, activation contracts (concerning childcare), and contracts for harvest assistance. According to the draft, these contracts may be concluded electronically. Their modification and termination are also to be conducted electronically.

Contract Register – Assistance or Risk?

The bill’s authors argue in the explanatory statement that the law will significantly reduce the administrative burdens on micro-entrepreneurs, farmers, and individuals related to employment obligations. This will free up resources that, in the case of micro-entrepreneurs and farmers, can be devoted to their core activities, and in the case of individuals, will save financial resources and time. The use of IT systems and automation of this process will allow these goals to be achieved without changing the existing legal provisions related to employment.

Beyond the aforementioned conveniences for those who legally employ workers, the draft aims to facilitate contract conclusion for micro-entrepreneurs, farmers, and individuals who previously did not do so and worked in the so-called “grey market.”

Moreover, the system will enable employers, principals, or parents to submit to the Social Insurance Institution’s IT system insurance documents related to social or health insurance for employees, contractors, or nannies.

Contract management within the system will end upon one party’s withdrawal of consent for using the system or upon expiry of the retention period for employee or contract documentation. Withdrawal of consent will not be possible after the contract is terminated or expires.

The system is planned to be launched within three years from the date the law enters into force. The law is to come into effect 30 days after its publication in the Court and Economic Monitor.

It is important to note, however, that information about contracts concluded, detailed employee data, remuneration amounts, and scope of duties will be automatically forwarded to tax offices and the Social Insurance Institution (ZUS). Thus, the process of oversight will, in effect, become automated.

Planned actions (according to the draft’s explanatory statement):

• Provision by the minister responsible for labour of an IT system enabling contract conclusion according to ready-made templates. Access to the system will be granted after logging in via a trusted profile on an individual account at the praca.gov.pl portal;
• Extension of the use of the trusted signature from official matters to concluding employment contracts, contracts of mandate, service contracts governed by mandate law, activation contracts, and contracts for harvest assistance on the praca.gov.pl portal;
• Introduction of ready-to-fill contract templates available in the system, ensuring their efficient distribution and facilitating the entire contract conclusion process for all interested parties (micro-entrepreneurs, farmers, and individuals).

The main goal of the law is to expand the existing IT system on the praca.gov.pl portal with new functionalities. The system will also be integrated with the Entrepreneur Information Point system, referred to in Article 51(1) of the Act of 6 March 2018 on the Central Register and Information on Economic Activity and the Entrepreneur Information Point (Journal of Laws 2020, item 2296, as amended), but only concerning contract conclusion by micro-entrepreneurs.

It is planned that the IT systems of the minister responsible for labour will provide fillable templates of employment contracts, contracts of mandate, service contracts governed by mandate law, activation contracts, and contracts for harvest assistance.

The government on Tuesday, 24 May, adopted a draft law amending the Labour Code and certain other acts, submitted by the Minister of Family and Social Policy. The government intends to permanently introduce the possibility of remote work into the Labour Code. This is to represent a more flexible form of working compared to the currently existing telework provisions within the Code. The aim of the solution is to improve employment opportunities for people in particularly challenging situations in the labour market, including parents of young children and single parents. Furthermore, the draft provides employers with the right to introduce sobriety checks or tests for substances acting similarly to alcohol, where necessary to ensure the protection of the life and health of employees or others, or to safeguard property.

“Remote work, which has today been adopted by the Council of Ministers and will be incorporated into the Labour Code, primarily means organising the regulations. It will be possible to reach an agreement between the employer and the employee. This agreement may be concluded at the outset, when entering into the employment contract, but also at any later stage,” stated Marlena Małąg, Minister of Family and Social Policy, in an interview with the Polish Press Agency.

 

Main provisions regarding remote work:

• The Labour Code will introduce a definition of remote work, understood as performing work wholly or partly at a place indicated by the employee and agreed with the employer each time, including the employee’s home address, particularly utilising means of direct remote communication.
• The introduction of remote work is expected to improve employment opportunities for people in particularly challenging situations on the labour market, including parents of young children and single parents. This solution is intended to facilitate balancing family and professional responsibilities, as well as securing stable employment for working parents belonging to groups with lower labour market activity rates.
• Employers will be obliged to consider requests for remote work submitted by pregnant employees and employees caring for a child up to the age of 4 (unless this is impossible due to work organisation or the type of work performed, e.g. uniformed services). This also applies to:
  • employees caring for another close family member or other person living in the same household, who hold a disability certificate or a certificate of significant disability,
  • employees who are parents of a child with a certificate of severe and irreversible impairment or an incurable life-threatening illness, arising in the prenatal development period or at birth,
  • employees who are parents of a child with a disability certificate or a certificate of moderate or significant disability,
  • employees who are parents of a child with an opinion on special educational needs.

Main provisions regarding sobriety and substance testing of employees:

• Employers will be permitted to introduce sobriety checks or tests for substances acting similarly to alcohol.
• Such checks will be allowed when necessary to ensure the protection of the life and health of employees or others, or to protect property.
• Employers will be obliged to prevent employees from working if the presence of alcohol or substances acting similarly to alcohol is detected in their system. This also applies when there is a justified suspicion that an employee reported for work intoxicated, under the influence of alcohol or similar substances, or consumed these substances during work hours.
• The sobriety and substance presence tests may also be conducted by the police.

 

The authors of the draft expect that the new provisions will reduce the number of cases where employees perform assigned duties under the influence of substances or agents adversely affecting their psychophysical fitness. This is intended to positively impact the safety of employees, others, and the protection of property.

When can one apply for its remission?

In exceptional situations, if there are special social reasons or cases of force majeure, the National Broadcasting Council (Krajowa Rada Radiofonii i Telewizji, KRRiT) may remit or allow payment in instalments of arrears in subscription fees, fees for using an unregistered radio or television receiver, and interest for late payment of these fees.

The above grounds, in the form of special social reasons or cases of force majeure, are very general formulations, making it difficult to determine what exactly they entail. To clarify these, the KRRiT adopted Resolution No. 279/2018 of 22 November 2018, indicating specific grounds justifying remission.

Firstly, one ground for remitting the aforementioned arrears is, for example, having an income per person in the household not exceeding:

1. 55.5% of the gross minimum wage – in a multi-person household,
2. 74% of the gross minimum wage – in a single-person household.

The minimum wage in 2022 is 3010 PLN, which means the income per person in a multi-person household cannot exceed 1720.5 PLN, and in a single-person household 2294 PLN.
Secondly, remission may be granted in cases where a person exempt from the subscription fee fails to fulfil the requirements conditioning eligibility for the exemption. A common mistake, also stemming from a lack of widespread public awareness campaigns, is the belief that the exemption works automatically, i.e. that a person exempt from the fee no longer needs to complete any formalities. Unfortunately, this is not the case, because merely acquiring the right to exemption is not sufficient grounds to stop paying fees for the use of radio and TV receivers. The subscription fee may be waived only after submitting a declaration of meeting the conditions for the exemption along with documents confirming entitlement. The declaration and accompanying documents must be submitted at a Polish Post office. During epidemic threats, such declaration together with digital copies of documents confirming entitlement may be submitted to the Polish Post via a dedicated email address. The exemption applies from the first day of the month following the month in which the declaration was submitted.

Persons exempt from paying the subscription fee who have nevertheless failed to fulfil the above formalities may count on remission of the fee by KRRiT. These persons primarily include:

1. those classified in the first group of disabled persons or deemed completely unable to work or with a significant degree of disability;
2. those permanently or temporarily completely unable to work in an agricultural household,
3. those receiving a care allowance, special care allowance, or social pension;
4. the deaf, diagnosed with total deafness or bilateral hearing impairment (measured at 2000 Hz frequency with intensity from 80 dB);
5. the blind, whose visual acuity does not exceed 15%;
6. those who are over 60 years old and have an established right to a pension not exceeding 50% of the average monthly wage in the national economy in the previous year (in 2021 this wage was 5662.53 PLN);
7. those entitled to monetary benefits under social assistance.

Also exempt from subscription fees are persons over 75 years of age. However, in their case, the exemption applies automatically in the month following reaching this age criterion. Before 9 October 2015, these persons also had to fulfil the above formalities, so failure to do so is also an argument supporting remission of the fees by KRRiT.
Applications for remission may also be made by persons from areas declared to be in a state of natural disaster or by persons who have declared bankruptcy.

Remission may also be sought by persons over 60 years old who have an established right to a survivor’s pension, which – importantly – is their sole source of personal income and whose amount does not exceed 50% of the average monthly wage in the national economy.

If none of the above grounds for remission apply, the basis for remission may still be a serious and long-term illness.

Companies subject to the so-called Estonian CIT will not have to delay paying advances on account of dividends. The regulations allow for deducting part of the company’s tax due from the shareholder’s income tax advance. This follows from the interpretation of the Director of the National Tax Information dated 2 June, ref. no. 0115-KDIT1.4011.176.2022.1.MR.

Issue with income tax advances

Until December, according to the tax authorities’ position, the regulations did not allow reducing the PIT advance on the shareholder’s income by the part of the CIT due from the company. As a result, the effective tax rate on advances paid to shareholders on account of dividends during the year amounted to 39% (20% from the company and 19% from the shareholder).

The regulations enable companies subject to Estonian CIT to deduct part (70% or 90% if the company has small taxpayer status) of the company’s tax due attributable to the shareholder from the shareholder’s PIT due. The effective tax rate on profit distribution is thus 20% for small taxpayers and 25% for others. After the introduction of the above regulations, an opinion emerged that such deduction could not be made at the stage of withholding advances but only after dividend payment and in the annual tax settlement. This raised concerns among taxpayers and experts, pointing out that in such a case, advances on account of dividends paid during the year lead to tax overpayment, which is only settled at the annual reconciliation stage. These concerns were confirmed by the tax authorities’ interpretations at that time.

New interpretation

In the latest interpretation by the Director of the National Tax Information, the authority confirmed that, pursuant to the amendment of tax regulations effective from 1 January 2022, a company paying advances on account of dividends may reduce the withheld 19% PIT by the appropriate part of the company’s income tax due (i.e. part of the company’s CIT). This is the first interpretation of its kind addressing the issue of the Estonian CIT regulations’ interpretation.

The content of the issued interpretation is of significant importance for companies subject to the new regulations, which until now have refrained from paying advances on account of profit (dividends) for fear of the inability to deduct.

According to the Supreme Court ruling of 23 June 2022, case reference I PSKP 67/21, a resolution of the supervisory board is required for the proper conclusion of a non-competition agreement with a cooperative bank.

Factual background

The claim for compensation for the period of the non-competition obligation was filed by the president of the cooperative bank, who was employed by the defendant. The core of the dispute was whether a valid non-competition agreement was concluded after the termination of employment, that is, whether the representation requirement under Article 46 § 1 point 8 of the Cooperative Law was observed.

The non-competition agreement was signed in 2012 by two representatives of the supervisory board. No resolution was adopted in this matter. The agreement included a clause on payment of compensation for refraining from competitive activity for one year after the termination of the employment relationship. However, after the president was dismissed in December 2015, the supervisory board shortened the prohibition period by resolution to 19 days following the termination of the employment contract.

The claimant applied to the court for payment of compensation for the one-year period of refraining from competitive activity. The first-instance court, however, found the non-competition agreement invalid, as no resolution of the Supervisory Board was adopted, and only two members of the management board signed the agreement. The claimant appealed this ruling.

The court of second instance ruled that the Supervisory Board’s resolution was valid and shortened the period of the non-competition agreement. Therefore, compensation was due to the president for the period of 19 days.

The claimant filed a cassation appeal against the above ruling, arguing that the non-competition agreement had been in force since 2012, and since two persons from the management board were authorised to conclude such an agreement, it was valid. In the procedural filing, the defendant, in turn, raised the issue of possible abuse of rights under Article 8 of the Labour Code.

Supreme Court’s position

In its ruling of 23 June 2022, the Supreme Court dismissed the cassation appeal of the former president. It established that although the formal requirement under Article 101(3) of the Labour Code was met, i.e. the non-competition agreement after termination of employment was concluded in writing under pain of nullity, another mandatory element was missing — namely, a resolution of the supervisory board. Such a resolution had to be adopted in accordance with the Cooperative Law prior to signing the agreement.

The court stated that if concluding the non-competition agreement with the president of the bank was limited solely to signing the document without adopting a collective resolution of the supervisory board defining the content, scope, and conditions of such an agreement, the agreement is invalid. The court also did not find grounds for abuse of rights in this case.

Due to the implementation of the National Recovery Plan (hereinafter: NRP), the government announced the social insurance coverage of civil law contracts starting from 1 March 2023. It is certain that contracts of mandate (umowy zlecenia) will be subject to contributions. However, among employers there has been a question regarding the social insurance coverage of other civil law contracts, which has not yet been clearly resolved.

Social insurance contributions on contracts of mandate: planned changes

According to the NRP, the aim of the reform is to reduce labour market segmentation by increasing the social protection of all persons working under successive contracts of mandate, by subjecting these contracts to social insurance contributions, regardless of the income earned. The planned changes are intended to help streamline the social insurance system, tighten the rules for insurance coverage, increase insurance protection, and raise future short- and long-term benefits. To achieve this, all civil law contracts of employment will be subject to social insurance contributions, except for contracts of mandate concluded with secondary school pupils and students up to the age of 26.

Social insurance coverage of all contracts?

Although the NRP does not explicitly refer to contracts for specific work (umowy o dzieło), the literal wording suggests that all civil law contracts will be subject to social insurance contributions. Furthermore, the rule according to which the social insurance contribution is paid based on the minimum wage for civil law contracts will be abolished. Employers disagree on which contracts will actually be subject to contributions. The doubts seem to be clarified by the content of the National Reform Programme implementing the NRP, which refers only to contracts of mandate.
A separate issue concerns contracts concluded within business activities. Naturally, in principle it is excluded that so-called B2B contracts will be covered by contributions, as these are concluded between entrepreneurs. However, it is not excluded that following the amendment, intensified inspections regarding the correctness of their conclusion may be expected. Polish employers often forget that if such a contract meets the criteria of an employment contract, e.g. the entrepreneur concludes a contract with only one contractor, receives a “full-time” salary and works at a place and time set by the contractor – the authorities have the right to establish an employment relationship and calculate outstanding contributions.

Offer: Legal adviser – Social Insurance cases

Social insurance coverage of contracts of mandate under criticism

The National Reform Programme contains opinions on the project. Although it concerns only contracts of mandate, employers assess it unequivocally negatively and call for the reform to be postponed until January 2024. Arguments include the exceptionally unfavourable market situation caused by ongoing inflation, the armed conflict in Ukraine, and the radical tax system changes introduced by the Polish Deal. Unfortunately, there is currently no indication that the government will agree to the above arguments, and the changes are expected to come into effect in March next year.

The Lewiatan Confederation, alongside numerous proposals for improving the document, criticised the provisions on subjecting all contracts of mandate to social insurance contributions regardless of income earned, considering it an action whose unintended negative effects will outweigh the anticipated benefits. It will reduce the already insufficient labour supply in the Polish market, and furthermore, it will worsen the situation of persons earning additional income while caring for children (e.g. during parental or childcare leave). Moreover, this may lead to an increase in unregistered contracts, negatively affecting budget revenues.
The Federation of Polish Entrepreneurs mainly addressed improving regulations and increasing the role of social consultations. Noting, like other social partners, examples of poor practices in this area, the FPP stresses that the government’s use of the Social Dialogue Council (RDS) to discuss projects affecting social and economic issues should serve as a starting point to improve the quality of consultations and increase partners’ engagement in policymaking. It also highlights the importance of respecting existing provisions regarding the subsequent stages of the legislative process, including the reliable publication of information on draft legal acts and legislative stages on the already functioning Government Legislative Process website (legislacja.gov.pl). The FPP also expressed support for the proposal to introduce the obligation to publish a consolidated text of the legal act immediately after its amendment. It also recalled the demand for digitisation in labour law, especially for remote employment contracts and further digitisation of personnel records.

Employers of the Republic of Poland considered the NRP project insufficiently responsive to current economic and geopolitical realities. They also expressed the view that due to the decline in investment levels, effective pro-investment instruments need to be introduced to stimulate the economy. There was also a call for revising the project in light of the extraordinary geopolitical situation caused by the armed aggression in Ukraine and for the project to be resubmitted for consultations. At the same time, they proposed including a range of economic policy measures in the NRP that would increase the economy’s ability to adapt to new conditions caused by the war shock (e.g. expanding the liquidity credit guarantee programme for enterprises, launching temporary financing for firms previously exporting goods or services to eastern markets, initiating a programme supporting investments to reduce Poland’s economic dependence on trade relations with Russia, enabling the temporary relocation of Ukrainian companies to Poland). Like other social partners, Employers of the Republic of Poland expressed the view that standards for creating good law should be meticulously observed. For systemic laws or major amendments, they advocate conducting pre-consultations with stakeholders before directional legal solutions are developed.

The Polish Craft Association also participated in the consultations of the National Reform Programme 2022/2023, raising the issue of the inadequacy of the definition of innovation used within operational programmes (especially regional ones) in relation to the specifics of small and medium-sized enterprises. The Association also stressed the role that social partner organisations, with their rich expert potential, should play in the selection and evaluation of projects funded under cohesion policy.

Entrepreneurs ask for more time

It is worth recalling that according to a study published in March last year by the Business Centre Club, over 84% of employers were against social insurance contributions on contracts of mandate and contracts for specific work. Furthermore, it was argued at the time that contracts of mandate should be subject to contributions based on the assessment base, as before. However, due to the acceptance of the NRP by the European Commission, “the die is cast”, and the reform will definitely come into force.
Offer: GDPR Implementation Warsaw

The district court is fully authorised to examine whether the shareholders’ meeting, when adopting a resolution intended as the basis for an entry, was convened correctly by the persons authorised to do so. This is the ruling of the Regional Court in Łódź dated 4 February 2022, case no. XIII Ga 1228/20.

Factual background

By the registry court’s decision dated 12 December 2019 in case XX Ns-Rej.KRS, shareholder K.K. was authorised to convene a shareholders’ meeting of the company, the agenda of which included, among other items, the adoption of a resolution concerning the dismissal of the president of the management board and the appointment of a new president. The shareholders’ meeting took place on 19 February 2020 and resolutions were adopted in accordance with the agenda, i.e. the dismissal of T.P. from the position of president of the management board and the appointment of M.Z. as the new president. Subsequently, the following day – 20 February 2020 – another shareholders’ meeting was held, at which a resolution was adopted dismissing M.Z. from the position of president and appointing T.P. in his place.

On 10 March 2020, the company, represented by T.P., submitted an application regarding the change of a management board member. The court clerk, and after the filing of an appeal also the district court, refused the company’s application by decision. According to the court, the minutes of the extraordinary shareholders’ meeting of 20 February 2020 did not correspond to the truth in the part indicating that the meeting had been convened on 5 February 2020.

As noted by the registry court, T.P. could only have learned about the meeting convened by K.K. for 19 February 2020 upon receiving the notification on 10 February 2020, which contained the agenda including his dismissal. From the minutes of the shareholders’ meeting of 20 February 2020 convened by T.P., it follows that it was convened by a management board resolution dated 5 February 2020, and the agenda of that meeting indicates that a resolution was adopted dismissing the newly appointed president and reinstating T.P. to the position. Therefore, it must be firmly stated that such an agenda for the shareholders’ meeting on 20 February 2020 could not have been set on 5 February 2020, as T.P.’s dismissal occurred by resolution of the shareholders’ meeting on 19 February 2020.

Furthermore, the court drew attention to the defective convening of the shareholders’ meeting – the application for registration of the change did not include proof of sending notification to shareholder K.K. about the meeting, and simultaneously, he was not present at the meeting on 20 February 2020.

The company appealed against the above decision.

Position of the appellate court

By the decision of 28 February 2022, the appellate court dismissed the company’s appeal. It found that the registry court’s jurisdiction encompasses not only the examination of the form and content of documents attached to the registration application but also the procedure by which the documents forming the basis of the application were created. It cannot be accepted that under the model of the active role of the registry court, whose statutory task is to oversee not only the completeness but also the truthfulness of the data entered in the court register, the court would accept any acts performed “on behalf” of the company or its bodies regardless of the degree of defectiveness of those acts and their impact on the validity or effectiveness of the acts.

The regional court emphasised that the main reason for refusal of registration was the defective convening of the shareholders’ meeting by T.P. As stated in the reasoning of the contested decision, no proof of notification being sent to shareholder K.K. about the meeting was attached to the registration application, and simultaneously, K.K. was not present at the meeting on 20 February 2020, which was admitted by the company’s representative.

Moreover, the court found that the shareholders’ meeting took place on 19 February 2020 and resolutions were adopted in accordance with the agenda – dismissing T.P. from the position of president of the management board and appointing M.Z. as the new president. Therefore, the subsequent shareholders’ meeting held the next day, i.e. on 20 February 2020, at which a resolution was adopted dismissing M.Z. and appointing T.P. in his place, fully justified doubts as to whether the data submitted in the application corresponded to the actual state.

Substantive control by the registry court

To support its arguments in this case, the appellate court referred to the Supreme Court resolution of 20 January 2010, case no. III CZP 122/09. The court stated therein that pursuant to Article 23(1) of the Act on the National Court Register, the registry court is entitled to examine the impact of procedural violations in adopting resolutions by the general meeting of shareholders of a joint-stock company on their content. As evidenced by this case and the established case law, shareholders should exercise due diligence both within the procedures specified in the Commercial Companies Code and in the order of the resolutions adopted.

The President has signed another amendment to the Act on Assistance to Ukrainian Citizens in connection with the armed conflict on the territory of that country. The most important changes include:

1. exclusion not only of Polish citizens but also other European Union citizens from the group of persons who may be covered by the provisions of the Act;
2. adjustment of the Act’s provisions to situations where direct entry into the territory of the Republic of Poland from the territory of Ukraine is no longer necessary for a Ukrainian citizen to be covered by the Act’s provisions. The current provisions assume entry (arrival) only via a border where border control is conducted. However, entry (arrival) may occur via an internal border within the meaning of Article 2 point 1 of Regulation (EU) 2016/399 of the European Parliament and of the Council of 9 March 2016 on a Union Code on the rules governing the movement of persons across borders (Schengen Borders Code), where border control is not conducted (e.g. the border of the Republic of Poland with the Slovak Republic);
3. designation of the Chief Commander of the Border Guard as the competent authority acting as the national contact point for exchanging information with competent authorities of other EU Member States regarding persons benefiting from temporary protection within the meaning of Article 106(1) of the Act of 13 June 2003 on granting foreigners protection on the territory of the Republic of Poland;
4. extension of the catalogue of entities with access to the register of Ukrainian citizens assigned a PESEL number to include voivodes;
5. extension of the Governmental Strategic Reserves Agency’s powers to accept as donations, store, issue and export to Ukraine not only medicinal products but also medical devices;
6. regarding the monetary benefit of 40 PLN for accommodation and meals, introduction of the rule that an application for the monetary benefit must be submitted within one month from the last day of the period covered by the application; applications submitted after the deadline will be left unconsidered;
7. in the provisions regulating the right of Ukrainian citizens to perform work, the catalogue of data which the entity commissioning the work must provide to the district labour office has been extended;
8. to enable the organisation of Polish language training for Ukrainian citizens practising medical professions, a provision has been introduced allowing the Minister responsible for labour to co-finance such training from the Labour Fund;
9. in the provisions concerning the registration of data of minor Ukrainian citizens who arrived in the territory of the Republic of Poland without a person exercising actual custody over them, and minor Ukrainian citizens who arrived in the territory of the Republic of Poland and before arrival were placed in foster care in Ukraine, the possibility for the Border Guard to access these data has been extended;
10. in the provisions concerning the right to family benefits, the 500+ benefit, the family care capital, the “Dobry Start” benefit, and subsidies to reduce parents’ fees for child care in nurseries, a provision regulating the cost of administering these benefits at a level of 1.5% of the amount allocated for payment of these benefits and subsidies has been introduced;
11. regulations have been added to identify potential cases of loss of entitlement to benefits due to a Ukrainian citizen leaving the territory of the Republic of Poland for a period exceeding one month (through information made available by the Chief Commander of the Border Guard and introduction of provisions allowing the Social Insurance Institution (ZUS) and municipal authorities responsible for benefit administration to summon Ukrainian citizens applying for or receiving benefits to appear in person under penalty of losing the right to those benefits if they fail to comply with the summons within the specified deadline);
12. a provision has been added directly indicating the source of funding for the costs of issuing disability certificates for Ukrainian citizens from the state budget;
13. a change has been introduced to allow support for daily carers of Ukrainian children until the child commences compulsory schooling as referred to in Article 31(4) of the Act of 14 December 2016 – Education Law;
14. provisions facilitating schools’ organisation of additional Polish language teaching in the 2022/2023 school year, as referred to in Article 165(7) of the Act of 14 December 2016 – Education Law, have been made more flexible, including in inter-school groups;

 
The Act also provides for amendments to, among others:

• the Act of 20 April 2004 on Employment Promotion and Labour Market Institutions. Changes include provisions under which the district governor (starosta) will initiate, organise and finance Polish language training for unemployed foreigners and job seekers from the Labour Fund. A foreigner may participate in one training course. The fee payable to the training institution for organising the training for one foreigner for one course may not exceed 2,000 PLN. In justified cases, the district governor may increase the fee payable to the training institution for organising sectoral Polish language training for one foreigner for one course up to 3,000 PLN. The Act also introduces possibilities of refunding to entities running social welfare homes and family support and foster care system organisations part or all of the costs of wages and social security contributions for employing unemployed or job-seeking persons full-time or part-time for 12 months. As indicated in the explanatory memorandum to the draft Act, the aim is to encourage employing unemployed or job-seeking persons in these units, thus strengthening their staffing.
• the Act of 12 December 2013 on Foreigners. Amendments provide the principle that the occupation criterion should form the basis for prioritising visa applications, and the determination of the foreigner’s country of origin should have a subsidiary character.
• the Act of 14 December 2016 – Education Law. The amendments extend from 12 to 24 months the right to additional, free Polish language learning for persons who are not Polish citizens, subject to compulsory schooling or education, who do not know Polish or know it insufficiently to benefit from schooling.

The Act also includes a transitional provision whereby, within 14 days of the Act’s entry into force, entities that provided accommodation and meals to Ukrainian citizens without a PESEL number may submit applications for monetary benefits covering the period up to 29 April 2022. Applications will be submitted on a form according to the model application for monetary benefits for providing accommodation and meals to Ukrainian citizens arriving in the territory of the Republic of Poland in connection with the war, valid until 29 April 2022. Applications for monetary benefits covering the period in which accommodation and meals were provided to a Ukrainian citizen up to the date of the Act’s entry into force must be submitted by 31 July 2022. Applications covering the period after the Act’s entry into force must be submitted within one month of the last day of the period covered by the application. Applications submitted after the above deadlines will be left unconsidered.

 

The Act shall enter into force on the day following its promulgation, with numerous exceptions.