What is corporate governance? Companies in Poland.
Corporate governance is a set of rules and standards relating to the broadly understood management of an organization, in this case a limited liability company in Poland. In the case of a Polish limited liability company, the most important document to be included in this set of rules and standards are the articles of association. It may contain provisions that include:
- the way the company is represented (representation rules),
- the scope of the management board’s discretion in managing the company’s affairs and representing it by indicating activities which will be subject to the consent of the shareholders’ meeting,
- the rules of convening and conducting meetings of corporate bodies,
- the quorum and majorities necessary to make a decision,
- appointment of a supervisory body.
Therefore, succession in a limited liability company in Poland should be perceived not only as a process of efficient transfer of shares, but also as a process that will allow the creation of mechanisms to counteract difficulties in decisionmaking and managing the company.
The provisions of the articles of association may also be supplemented with additional internal regulations, e.g. regulations that will define the way the management board operates, the way of decisionmaking or the internal scope of matters for which individual members of the management board are responsible within the board of Polish limited liability company. It is also possible to conclude additional agreements between shareholders or partners that will regulate their mutual obligations towards each other, for which these obligations may not be included in the articles of association of a limited liability company.
Defining the rules of inheritance of shares and formal preparation of the Polish company for the accession of new shareholders – these are just some of the elements that must be included in the succession plan of a Polish limited liability company. Apart from them, there should also be a place for personal succession, i.e. handing over the company’s management to the next generation. It cannot be prepared overnight. In many industries, management is associated with specific know-how that cannot be learned at university or from textbooks. Lack of proper transfer of know-how means lack of preparation for taking over the management of the company. In such a case, even the best legal solutions will not be able to compensate for the lack of adequate preparation and involvement of people interested in taking over the company.
If you need more information on Polish limited liability companies or other aspects of Polish law, please contact our team.