There are two bodies that each Polish limited liability must have – management board and shareholders. Shareholders make their decisions by voting on resolutions what are undertaken at shareholders meetings. It is also possible to make decisions outside the meetings if all the shareholders have voted for this particular resolution in writing or if all shareholders have agree to voting in writing. Shareholders resolutions prevail over acts done by other bodies of the company, shareholders resolutions may be revoked only by a court order when they were passed with the breach of law or breach of procedures.
Management board is responsible for the convocation of shareholders meeting. It shall be noted that the supervisory board may call shareholders meeting in the following situations:
- when board members have not called the shareholders meeting (AGM) within 6 months from the end of financial year or by the deadline stipulated in the articles of association;
- extraordinary shareholders meeting if the supervisory board decides it is required and the board members do not convene the meeting within two weeks from the date supervisory board requested management board to convene the shareholders meeting.
The articles of association may also stipulate another manner of convening shareholders meeting – other body or individuals may have a right to convene shareholders meeting.
Shareholders meeting shall take place at the seat of the company, unless articles of association stipulate otherwise. Such meeting may take place at the other location within the Republic of Poland if all shareholders of a limited liability company agree to that in writing.
There are two types of shareholders meetings:
- annual general meeting;
- extraordinary general meeting.
Annual general meeting
This type of shareholders meeting shall be convened within 6 months from the end of a financial year of the company. Following resolutions shall be put to voting:
- review and acceptance of the management board’s report on the activities of the company;
- approval of the financial statements of the company;
- distribution of the company’s profit or loss coverage;
- granting discharge to the Management Board for performing its duties in the last financial year.
Extraordinary shareholders meeting may be convened by the board in situations stipulated in the Commercial Companies Code for example, to adopt a resolution on the company’s survival where the company’s balance sheet shows losses exceeding the statutory thresholds. Such shareholders meeting may be called in cases mentioned in the articles of association, or if bodies that have a right to convene such meetings decide it is necessary.
In addition, an extraordinary shareholders’ meeting can be requested, and matters can be added to the agenda for that meeting by shareholders representing at least one-tenth of an company’s share capital.
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