New regulations for entrepreneurs – a package of facilitation measures for entrepreneurs starting from 2024?

On 10 July of the current year, the Council of Ministers adopted a draft Act amending certain acts to improve the legal and institutional environment for entrepreneurs. The amendment was prepared by the Ministry of Development and Technology. The proposed amendment will now be submitted for legislative work in the Sejm. According to the plan, most of the new provisions are expected to come into force on 1 January 2024. The main aim of the new regulations is to introduce another package of simplifications and facilitations for entrepreneurs. It can be said that the new package prepared by the Ministry is a continuation of previously introduced pro-business acts aimed at creating a favourable and developmental environment for companies in Poland. The new regulation primarily concerns simpler rules for running a business, improvements related to succession, and greater transparency in economic law for entities operating in business. The changes under discussion are expected to cover several dozen acts, including civil law, commercial companies law, public economic law, banking law, and administrative regulations. In total, the draft encompasses amendments intended to be introduced to over 50 acts. In this article, we will outline some of the proposed solutions that may prove to be the most crucial from the perspective of entrepreneurs and their business activities.

Continuation of the Business Constitution

In 2018, the so-called Business Constitution was introduced in Poland, comprising a set of five acts. These regulations were intended as a package aimed at developing and improving the business environment. Above all, their purpose was to establish a new, simpler and more beneficial relationship between entrepreneurs and public administration. The draft Act proposed by the Ministry of Development and Technology is a continuation of the regulations introduced in 2018. The amendment largely concerns the simplification and acceleration of administrative procedures. Entrepreneurs will no longer be required to present a proxy document in offices if authorisation can be established through appropriate registers such as the National Court Register (KRS). The amendment also further removes the possibility for offices to require entrepreneurs to use a company stamp. The draft places significant emphasis on how regulations concerning the commencement, operation and termination of business activities are to be prepared. Normative acts in this regard should be drafted based on the principles of proportionality, adequacy and balance of administrative obligations, and in a manner transparent to entities operating in economic turnover. The amendment also provides for an appropriate vacatio legis for economic law acts, which should, as a rule, not be shorter than one month.

Simplified Administrative Procedures – Specific Solutions

The draft Act includes a package of various solutions concerning administrative procedures. These are primarily intended to facilitate and speed up proceedings for entrepreneurs before public administration authorities. The amendment will introduce so-called hybrid decisions, meaning that the authority will serve the decision to the entrepreneur in the traditional paper form, while attachments may be delivered in another form, for example, electronically. The new provisions will introduce another novelty – so-called soft service. The authority will be able to ask the entrepreneur to present their position without the need to immediately initiate formal proceedings. The amendment will oblige public administration authorities to provide justification in cases where a particular activity must be carried out personally by the entrepreneur or by a proxy. Changes will also cover issues related to inspections carried out at company premises. Under the new provisions, the authority will be obliged, prior to a planned inspection, to deliver to the inspected entity – along with the notice of inspection – a list of documents and information to be prepared. Significant changes will also be made concerning appeals. When an appeal is lodged against a decision to a higher instance, the first-instance authority will be required to consider all the circumstances indicated by the second-instance authority. A breach of this obligation will be subject to specific disciplinary and procedural sanctions for the authority and the employee. The regulations will also introduce changes regarding administrative penalties. The amendment allows public administration authorities to remit such penalties ex officio.

Succession Management – Key Changes

The new provisions will also introduce significant changes to the Succession Management Act. The draft provides that succession management will be automatically extended until the court issues an appropriate ruling, unless circumstances arise that cause it to expire. The amendment also assumes simpler procedures for establishing succession management. Currently, an entrepreneur has no right to appoint subsequent managers – they may only appoint the first one who will act after their death. After the amendment comes into force, this will change. During their lifetime, the entrepreneur will be authorised to indicate successive managers, and if they fail to do so, this right will pass to the heirs. The draft Act also reduces the number of heirs required to appoint a succession manager. Following the amendment, 75% of shares will be sufficient to carry out the appointment procedure, instead of the current 85%. The draft Act also clarifies remuneration issues, explicitly allowing the succession manager to receive remuneration – a matter not clearly regulated under current provisions. Significant changes will also be introduced in the field of banking law. The draft Act provides that the deceased entrepreneur’s bank account will continue to operate under existing terms. This means that if the deceased used online banking services, the succession manager will also have full access to them.

Other Innovations for Entrepreneurs

Changes will also affect leasing contract regulations. According to the amendment, these agreements will be able to be concluded in documentary form, without the need for an electronic signature verified by a qualified certificate. The draft Act also emphasises amicable dispute resolution in commercial matters. The changes stipulate that courts should initially direct parties to mediation. The new regulation will also amend the Tax Ordinance Act. The draft introduces the possibility of waiving an appeal against a first-instance decision. Additionally, it will be possible for a proxy to sign the MDR-3 form “Information of the user on the application of a tax scheme,” and the closed list of information that the taxpayer must include in their tax strategy will be clarified. The amendment also foresees the creation of a single place where information on local tax rates on property taxation will be collected.

Summary

In summary, the draft Act amending certain acts to improve the legal and institutional environment for entrepreneurs provides for a large number of changes across various areas of law. These changes aim to create a business-friendly environment and encourage different entities to undertake economic activity in Poland. The reforms clearly move towards simpler, more transparent and favourable solutions for entrepreneurs. It is expected that this adopted direction will, to some extent, encourage companies to invest in Poland and that the new regulations will be positively received by business entities. However, not all of the proposed innovations may prove beneficial for companies in practice. Furthermore, given the number of changes to be introduced at the same time, the amendment may initially cause a degree of confusion. To avoid this, we encourage you to familiarise yourself with the draft Act: Draft (rcl.gov.pl)