The Birthday

Many happy returns! Your company is now one year older and it is time to celebrate by holding the annual general meeting. Polish limited liability companies, unlike their English counterparts, cannot avoid this annual ritual so it is as well to be aware of what is required, especially as it may take time to prepare the necessary documents.

The management board of a Polish limited liability company (the one whose name ends in Sp. z o.o.) must convene an annual general meeting of shareholders within six months from the end of the company’s financial year. If, as is most typically the case, your company’s financial year of your ends on 31st December the deadline for holding the AGM is 30th June.

The documents needed for the AGM include the financial statements, a report by the management board on the activities of the company during the financial year which report is subject to shareholder approval, a report of the supervisory board (if the company has supervisory board) and, of course, minutes of the management and supervisory board and of the AGM itself. Although it is required actually to hold a meeting, shareholders may appoint proxies and this will most often be the case where the company has non-Polish shareholders. Within 15 days after the AGM , the annul accounts, the report of the management board and the minutes of the AGM must be filed in the company registration court (KRS) so the appropriate KRS application form, duly completed, needs to be added to the list of documents and, inevitably, the court fee. Last, but by no means least, the AGM minutes must also be filed with the appropriate tax office within ten days of the AGM.

So far so good. But remember, some companies may also need to have their accounts audited. Broadly speaking an audit will be required if two or more of the following criteria were met: the total assets at the end of the financial year exceeded € 2.5 million, net income exceeded € 5 million or the average number of employees during the year was 50 or greater. Where accounts have been audited they are required to be published in the official court gazette.

This is all very tedious, no doubt, but as with much in life getting the simple things right is harder than it looks. I remember the case of a lawyer who prepared the AGM papers of the Polish subsidiary of a large multi-national. Eminent representatives of the shareholder flew to Poland for the meeting, held the meeting and duly flew home again. At which point the lawyer realized that one vital resolution had not been passed and a second meeting had to be held……and I never heard of the lawyer again. The devil is in the detail: many happy returns!

This entry was posted in Law. Bookmark the permalink.

Leave a Reply

Your email address will not be published. Required fields are marked *

You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <strike> <strong>