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Law Of 15 September 2000, The Code Of Commercial Companies

Original Language Title: USTAWA z dnia 15 września 2000 r. Kodeks spółek handlowych

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ACT

of 15 September 2000

Code of Commercial Companies 1)

Title I

General provisions

SECTION I

Common provisions

Article 1. [ Regulatory scope] § 1. The Act regulates the creation, organisation, operation, resolution, merger, division and transformation of commercial companies.

§ 2. The commercial companies are: spółka jawna, spółka partnerska, spółka komandytowa, spółka komandytowo-akcyjna, spółka z ograniczoną odpowiedzialnością i spółka akcyjna.

Article 2. [ Application of provisions of the Civil Code] In the cases referred to in Article 1 § 1 unregulated in the Act shall apply the provisions of the Civil Code. If the property (nature) of the legal relationship of a commercial company so requires, the provisions of the Civil Code shall apply accordingly.

Article 3. [ Purpose of the commercial company agreement] By the agreement of the commercial company, the shareholders or shareholders undertake to pursue the common objective by making contributions and, if the contract or the statutes of the company so provides, by interaction in a different manner.

Article 4. [ Definitions] § 1. The terms used in the Act shall mean:

1) a partnership, a partnership, a partnership, a partnership, a limited partnership and a limited partnership;

2) a capital company-a limited liability company and a joint-stock company;

(3) a single company, a capital company whose shares or shares belong to a single shareholder or shareholder;

(4) a parent company, a commercial company, where:

(a) shall have, directly or indirectly, by a majority of votes at the assembly of accomplices or at the general meeting, including as a pledger or user, or in the management of another capital company (a subsidiary company), also on the basis of agreements with other members of the general public people, or

(b) is entitled to appoint or remove a majority of the members of the management board of another capital company (a subsidiary) or cooperative (subsidiary), also on the basis of agreements with other persons, or

(c) is entitled to appoint or cancel a majority of the members of the supervisory board of another capital company (a subsidiary) or a cooperative (a cooperative subsidiary), also on the basis of agreements with other persons, or

(d) the members of its management board represent more than half of the members of the management board of another capital company (a subsidiary) or a cooperative (a cooperative subsidiary), or

(e) it has, directly or indirectly, a majority of votes in a subsidiary or at the general meeting of a subsidiary, also on the basis of agreements with other persons, or

(f) it exercises a decisive influence on the activities of a subsidiary or a subsidiary, in particular on the basis of the agreements referred to in Article 4 (1). 7;

5. a related company, a capital company in which another commercial or cooperative company has, directly or indirectly, at least 20% of the votes at the assembly of accomplices or at the general meeting, also as a pledger or user, or the basis of agreements with other persons, or which has a direct ownership of at least 20% of shares or shares in another capital company;

6) a public company-a company within the meaning of the provisions on public offering and conditions for the introduction of financial instruments to an organised trading system and on public companies;

(7) financial institution-bank, investment fund, investment fund company or fiduciary funds, insurance undertaking, reinsurance undertaking, trust fund, pension fund, pension fund or brokerage house, established in The Republic of Poland or the Organization for Economic Cooperation and Development (OECD);

8) Register-Register of Entrepreneurs;

(9) votes cast, against or abstaining from voting in a manner consistent with the law, the contract or the statutes of the company;

10) the absolute majority of votes-more than half of the votes cast;

11) financial statements-financial statements within the meaning of the accounting regulations;

12) the contract pattern-the company contract pattern made available in the IT system;

13) signature confirmed by the trust profile of ePUAP-the signature referred to in art. 3 point 15 of the Act of 17 February 2005. information on the activities of entities carrying out public tasks (Dz. U. of 2014 items 1114);

14) provisions of contract variables-provisions of the contract of a company concluded with the use of a pattern of contract, which according to the pattern can be modified by the selection of appropriate variants of individual provisions or by the introduction of relevant data in the specified pattern fields, enabling them to be entered;

15) a company whose contract was concluded with the use of a master contract-a company whose contract was concluded with the use of a master contract, with the exclusion of a company created using a pattern whose contract was changed in a different way than using a pattern.

§ 2. Whenever the law refers to the "contract of a company", it must also be understood as a founding act drawn up by the sole partner or shareholder of a capital company.

§ 3. Where two trading companies have a majority of the votes calculated in accordance with point 4 (a) of Paragraph 1, a trading company shall be regarded as the parent company with a higher percentage of the votes at the meeting of the shareholders or the general meeting of the assembly. the second company (the subsidiary). Where each of the commercial companies has an equal percentage of the votes at the meeting of shareholders or the general meeting of the other company, the parent company shall be regarded as having an impact on the subsidiary also on the basis of the association. Provided for in § 1 point 4 lit. b-f.

§ 4. Where, in applying the criteria provided for in § 3, a ratio of dominance and relationship between two commercial companies cannot be established, the parent company shall be considered to be the commercial company which may have an influence on another company on the basis of a larger company the number of links referred to in § 1 point 4 lit. b-f.

§ 5. In the event of the impossibility of establishing on the basis of § 3 and 4, which of the companies is the parent company, the two companies are mutually dominant and dependent companies.

Article 5. [ Documents and information to be announced] § 1. Documents and information about a capital company and a limited joint-stock company shall require the announcement or submission of a document or information to the court of registry, taking into account the provisions of the National Court Register.

§ 2. The announcement shall also be subject to information on the attainment or loss of a dominant position by a commercial company in a joint stock company. The statutes may provide that, instead of the announcement, it is sufficient to notify all shareholders of the registered lists.

§ 3. The required by the law of the notice coming from the company shall be published in the Monitor Judicial and Economic Monitor, unless the Act provides otherwise. The company's contract or the statute may impose an obligation to declare in other ways as well.

§ 4. The submission by the company of an application for a notice in the Monitor of the Judicial and Economic Monitor of an event subject to the obligation of publication pursuant to § 2 should be made within two weeks of the event's incident, unless the Act provides otherwise.

Article 6. [ Relation between companies] § 1. The parent company is obliged to inform the parent company of the existence of a relationship of dominance within two weeks from the date of the formation of that relationship, under the suspension of the exercise of the voting rights of shares or of the shares of the parent company. representing more than 33% of the share capital of the subsidiary.

§ 2. The acquisition or exercise of the rights of shares by a company or a subsidiary of a subsidiary shall be deemed to be the acquisition or exercise of rights by the parent company.

§ 3. The resolution of a congregation of shareholders or of a general meeting shall, in breach of paragraph 1, be invalid unless it meets the requirements of the quorum and of the majority of the votes without taking account of the votes of invalid voting rights.

§ 4. A shareholder, partner, member of the management board or supervisory board of a capital company may require that a trading company which is a partner or a shareholder in that company shall provide information whether it remains in a dominance or relationship to the a particular commercial company or cooperative, or a shareholder in the same capital company. The holder may also require the disclosure of the number of shares or votes, or the number of shares or votes, which the commercial company holds in the capital company referred to in the first sentence, including as a pledger, user or on the basis of agreements with other people. The request for information and replies should be made in writing.

§ 5. The answers to the questions referred to in § 4 shall be given to the grantee and to the capital company concerned within ten days from the day of receipt of the request. If the request for a reply has been made to the addressee later than two weeks before the date on which the congregation is convened or the general meeting is convened, the time limit for its award shall begin on the day following that in which the response is received. ended with a meeting of accomplices or general meeting. From the date of the start of the time limit for the award of the reply to the date of its award, the commercial company shall not exercise the rights of shares in a capital company as referred to in the first sentence of paragraph 4.

§ 6. The provisions of paragraphs 1, 2, 4 and 5 shall apply mutatis mutandis in the event of termination of the relationship of dependency. The obligations laid down in those provisions are incumbent on a company which has ceased to be a parent company.

§ 7. The provisions of paragraphs 1 to 6 shall be without prejudice to the provisions of separate laws concerning the obligation to notify the acquisition of shares, shares or the acquisition of a dominant position in a commercial company or cooperative. In the event of a confluence of provisions which cannot be applied in combination, the provisions of that law, which provide for stricter obligations or penalties, shall apply.

Article 7. [ Obligation to notify circumstances requiring disclosure in case of conclusion of the contract] § 1. Where a parent company or a subsidiary of a contract providing for the management of a subsidiary or a transfer of profit by such a company is concluded, an extract from the contract containing the provisions which it contains shall be submitted to the subsidiary's records of the subsidiary. determine the liability of the parent company for the damage caused to the subsidiary in respect of the non-performance or non-execution of the contract and the liability of the parent company for the obligations of the subsidiary in relation to its creditors.

§ 2. The disclosure is also subject to the fact that the contract does not regulate or excludes the liability of the parent company referred to in § 1.

§ 3. The application to the court of registration of circumstances requiring disclosure in accordance with § 1 and § 2 shall be carried out by the management board of the parent company or of a subsidiary or a partner in the case of a parent company or a subsidiary. Failure to report circumstances requiring disclosure within three weeks of the date of conclusion of the contract shall result in the non-validity of the provisions restricting or excluding the liability of the parent company to the subsidiary or its creditors.

SECTION II

Partnerships

Article 8. [ Joint Stock Company] § 1. A company may, on its own behalf, acquire rights, including property ownership and other rights in rem, incurring liabilities, suing and being sued.

§ 2. The individual company runs the company under its own company.

Article 9. [ Amendment to the provisions of the Agreement The amendment of the provisions of the company agreement requires the consent of all accomplices, unless the agreement provides otherwise

Article 10. [ Rights and obligations of a partner of a personal partnership] § 1. The general rights and obligations of a partner of a personal partnership may be transferred to another person only if the company's contract so provides.

§ 2. The general rights and obligations of a member of a personal partnership may be transferred to another person only after obtaining the written consent of all other partners, unless otherwise provided by the company's agreement.

§ 3. In the event of a transfer of all the rights and obligations of an associate to another person, the obligations of the acting partner in connection with the participation in the personal company and the obligations of that company shall be jointly and severally liable to the partner and the partner in the event of the transfer of the rights of the partner commending to the company.

§ 4. [ 1] The transfer of the rights and obligations of a partner of a company whose contract has been concluded with the use of a master contract may take place using a pattern made available in the ICT system. The seller's and purchaser's statements shall require a secure electronic signature verified by a valid qualified certificate or a signed signed certificate of the trusted ePUAP in such a situation.

§ 5. [ 2] Statements of intent submitted in the manner referred to in § 4 shall be equivalent to the statements of will of the will made in writing.

Article 10 1 . [ Basis for drawing up the financial statements of the company] If a separate company is not required to hold the accounts under the Act of 29 September 1994. of accounting (Dz. U. of 2013 r. items 330 and 613) the provisions of the Code, which provide for the preparation of the financial statements, shall be carried out on the basis of a summary of the provisions of the tax book of income and income books and other records kept by the company for the purposes of tax, an inventory of nature, as well as other documents permitting the drafting of this report.

SECTION III

Capital companies

Article 11. [ Company's capital companies] § 1. Capital companies in the organization referred to in art. 161 and art. 323, may, on its own behalf, acquire rights, including property ownership and other rights in kind, to incun obligations, to sue and to be sued.

§ 2. To a capital company in an organisation in matters not governed by the Act, the provisions concerning a given type of company after its entry in the register shall apply mutatis mutandis.

§ 3. The company of a capital company in the organisation should include an additional designation "in the organisation".

Article 12. [ Personality of the company] A company with limited liability in an organisation or a joint-stock company in an organisation when entering the register becomes a limited liability company or a joint-stock company and acquires legal personality. With this moment, it becomes an entity of the rights and obligations of the company in the organization.

Article 13. [ Liability for the liabilities of a capital company in the organisation] § 1. Liabilities of a capital company in an organisation shall be jointly and severally liable to the company and persons acting on its behalf.

§ 2. The partner or shareholder of a capital company in the organization shall be jointly and severally liable with the entities referred to in § 1, for its obligations to the value of the uncontributed contribution to the cover of the shares or shares.

Article 14. [ Subjectmatter of the contribution to the capital company] § 1. The subject of a contribution to a capital company shall not be a non-transferable right or the provision of work or services.

§ 2. Where an accomplice or a shareholder has contributed a non-cash contribution to a defect, he shall be obliged to compensate the company for the difference between the value of the contract or the company's statutes and the transferable value of the contribution. The company's contract or statutes may provide that the company may also have other rights.

§ 3. (repealed).

§ 4. The shareholder and the shareholder shall not deduce their claims against the capital company with the claim of the company vis-vis the partner in respect of the payment due for the shares or shares. This does not exclude the contractual deduction.

Article 15. [ Consent of the shareholders ' meeting to conclude contracts] § 1. The conclusion by a capital company of a loan, loan, surety or other similar agreement with a member of the management board, the supervisory board, the review board, the prosecutor, the liquidator or any of these persons shall be subject to the agreement of the congregation of the members of the Board of Directors. or the General Assembly, unless otherwise provided by the law.

§ 2. The conclusion by a subsidiary of a contract mentioned in § 1 with a member of the management board, procurator or liquidator of a parent company requires the consent of a meeting of shareholders or the general meeting of the parent company. The provisions of the Article shall apply to the consent and the effects of disagreement. 17 § 1 and 2.

Article 16. [ Validity of a regulation involving a share or an action] A regulation involving either an act made prior to the entry of a capital company in the register or before the registration of an increase in the share capital is invalid.

Article 17. [ Validity of the Company's legal action] § 1. If the law requires a resolution of accomplices or general meetings or supervisory boards to carry out legal action by the company, the legal act without the required resolution shall be invalid.

§ 2. The consent may be expressed either before the submission of the statement by the company or after its submission, but not later than within two months from the date of submission of the statement by the company. The confirmation expressed after the submission of the declaration shall have retroactive effect from the date of the legal action.

§ 3. A legal act made without the consent of the competent body of a company, which is only required by a company or statute agreement, is valid, but it does not exclude the liability of the members of the management board against the company for breach of the company or statute.

Article 18. [ Member of the Board, Supervisory Board, Review Board, liquidator] § 1. A member of the management board, supervisory board, review board or liquidator may be a natural person with full capacity to act.

§ 2. It may not be a member of the management board, supervisory board, review commission or liquidator of a person who has been convicted by a final sentence for the offences specified in the provisions of Chapters XXXIII-XXXVII of the Penal Code and in art. 585 [ 3] , art. 587, art. 590 and in art. 591 of the Act.

§ 3. The prohibition referred to in paragraph 2 shall cease on the expiry of the fifth year following the date of entitlement to the conviction, but shall not be terminated earlier than three years from the date of the end of the period of the sentence.

§ 4. Within three months from the date on which the judgment referred to in paragraph 2 is entitled, the sentenced person may submit his application to the court which issued the judgment, to exempt him from the prohibition on his or her functions in the commercial company or to reduce the duration of the prohibition. This does not apply to crimes committed intentionally. The Tribunal shall decide on the application by issuing an order.

Article 19. [ Requirement for signatures] The filing of signatures by all members of the Management Board under a document issued by the company is required only if the Act so provides.

Article 20. [ The way of treating accomplices or shareholders] The shareholders or shareholders of a capital company should be treated equally in the same circumstances.

Article 21. [ Cases of the termination of a capital company by a registered court] § 1. A registration court may decide to terminate a capital company's register in the case of:

1) the company's contract has not been concluded;

2) specified in the contract or the statutes the object of the company's activities is contrary to the law;

3) the contract or the statutes of the company shall not contain provisions relating to the company, the object of the company's activities, share capital or contributions;

4) all persons containing the company's contract or the signing of the statutes did not have the capacity to act in law at the time of their making.

§ 2. In the cases referred to in § 1, if the deficiencies are not remedied within the time limit set by the court of registry, the court may, after having summoned the management board of the company to make a statement, issue an order to dissolve the company.

§ 3. If the deficiencies referred to in § 1 cannot be removed, the court of registry shall adjudicate the dissolution of the company.

§ 4. Due to the deficiencies referred to in § 1, the company cannot be terminated if five years have elapsed since its entry in the register.

§ 5. The registered court shall decide upon the application of a person having a legal interest, or of its own motion, after a hearing.

§ 6. The decision to terminate the company shall not affect the validity of the legal acts of the registered company.

Title II

Partnerships

SECTION I

Explicit Company

Chapter 1

General provisions

Article 22. [ Spółka Jawna] § 1. The public company is a separate company which operates under its own company and is not a different commercial company.

§ 2. Each partner shall be liable for the obligations of the company without limitation to all his or her assets jointly and severally with the other partners and with the company, taking into account the Articles of Association. 31.

Article 23. [ Form of the written agreement of the company] The company's contract should be concluded in writing under the rigorous annulment.

Article 23 1 . [ Conclusion of a public limited partnership agreement using the contract pattern] § 1. An open company agreement may also be concluded using a contract pattern.

§ 2. Conclusion of the contract of the public company using the contract pattern requires the completion of the contract form made available in the ICT system and the provision of the contract with a secure electronic signature verified with a valid qualified The certificate or signature of the trusted ePUAP profile.

§ 3. The contract of the public company referred to in paragraph 1 shall be concluded after the introduction of all the data necessary for its conclusion to the computerised system and at the time of the management of the signatures of the electronic partners.

§ 4. [ 4] The contract of the public company referred to in § 1 may also be amended, as far as the provisions of the contract variables are concerned, using a resolution standard amending the agreement of the company made available in the ICT system. The provision of § 2 shall apply mutatis mutandis. If the contract is not amended using a resolution pattern, the amendment shall be made by drawing up a new text of the company agreement.

§ 5. The Minister of Justice shall determine, by way of regulation, the standard of contract and the pattern of resolutions amending the public company contract, as well as the patterns of other resolutions and activities carried out in the IT system, with a view to facilitating the establishment of companies, ensuring the efficiency of the conduct of their establishment and the litigation of judicial proceedings concerning their registration, the implementation of facilitations in their functioning, and the need to ensure safety and security of the market economic.

§ 6. The Minister of Justice, in agreement with the Minister responsible for IT, shall determine, by way of regulation, the mode of establishment of an account in the IT system, the way in which the IT system is to be used and the operation of the computer system in which it is to be used. relating to the binding of a public company with the use of a standard contract and other activities carried out in the ICT system, with a view to facilitating the establishment and functioning of companies, ensuring the efficiency of the procedure; and the protection of safety and economic certainty, and the need to protect the data collected in the system, including personal data.

Article 24. [ Explicit company company] § 1. The company of the public company should include the names or companies (names) of all accomplices, or the name or company (name) of one or more partners and the additional designation of "spółka jawna" (the name of the company).

§ 2. It is permissible to use the abbreviation " sp. j. "

Article 25. [ Content of the public company agreement] The non-confidential company agreement shall contain:

1) the company and the company's registered office;

2. determination of contributions by each partner and their value;

3) the object of the company's activities

4) the duration of the company, if it is marked.

Article 25 1 . [ Emergence of Explicit Company] § 1. A public company shall arise at the time of entry in the register.

§ 2. Persons who acted on behalf of the company after it was associated, and before it was entered in the register, for the obligations resulting from this action correspond jointly and severally.

Article 26. [ Notification of a public company to a registered court] § 1. The notification of a public company to a registered court should contain:

1) the company, the seat and the address of the company;

2) the subject matter of the company;

(3) the names and addresses of the accomplices and of the addresses of the accomplices or of their addresses for service;

4) the names and names of the persons who are entitled to represent the company, and the way of representation.

§ 2. Any changes to the data listed in § 1 shall be notified to the registry court.

§ 3. Each accomplice shall have the right and the obligation to notify the public company to the register.

§ 4. Company referred to in Art. 860 of the Civil Code (civil partnership), may be transformed into an explicit company, with the agreement of the non-disclosure company not being concluded using the contract pattern. The conversion requires a registration to the register court by all accomplices. The provisions of paragraphs 1 to 3 shall apply mutatis mutandis.

§ 5. Upon entry in the Register, the company referred to in § 4 shall become an explicit company. That company shall enjoy all rights and obligations which constitute the assets of the joint partners. The provisions of Article 4 553 § 2 and 3 shall apply mutatis mutandis.

§ 6. Prior to the notification referred to in § 4, the shareholders shall adjust the company's contract to the provisions of the public company agreement.

Article 27. [ Changes claimed by the partner's spouse] A partner's spouse may request that a contract be entered in the register concerning the property relationship between the spouses.

Chapter 2

Relation to third parties

Article 28. [ Assets of the company] The assets of the company are any property contributed or acquired by the company at the time of its existence.

Article 29. [ Law of representing a company] § 1. Each partner shall have the right to represent the company.

§ 2. The law of the partner to represent the company applies to all judicial and extrajudicial activities of the company.

§ 3. The rights of representation of a company may not be limited with effect to third parties.

Article 30. [ Limitation of the right of representation] § 1. The company's contract may provide that the partner shall be deprived of the right to represent the company or that he is entitled to represent it only in conjunction with another partner or prosecutor.

§ 2. The salvation of the partner of the law of representing the company may take place only for valid reasons on the power of the court's final judgment.

Article 31. [ Enforcement from the property of the accomplice] § 1. A creditor of a company may carry out an execution from the estate of a partner in the event that the execution of the assets of the company proves to be ineffective (the subsidiary's liability of the partner).

§ 2. The provision of § 1 shall not prevent the lodging of an action against the partner before the execution of the company's assets proves to be ineffective.

§ 3. The subsidisation of the partner shall not apply to obligations arising prior to the entry in the register.

Article 32. [ Responsibility for the obligations of the acceding person's company] The person acceding to the company shall be liable for the obligations of the company prior to the date of its accession

Article 33. [ Liability for obligations in the event of the conclusion of a partnership with a one-man entrepreneur] Who, in the case of a non-confidential company with a sole proprietor, who has contributed to the company, is also responsible for the obligations arising in the course of the operation of that company before the date of the creation of the company up to the value of the company. enterprises as at the time of the transfer, and at the time of satisfaction of the creditor.

Article 34. [ Consequences of contractual provisions] Contractual provisions which are not in accordance with the provisions of Article 31-33 do not have an effect on third parties.

Article 35. [ The right of the partner to submit the company's claims against the creditor] § 1. The joint shareholder with the liability for the liability of the company may present to the creditor the pleas in law of the company against the creditor.

§ 2. If the plea requires the company to submit a declaration of intent by the company to waiver the legal effect of the declaration of will, set-off or other similar cases, the partner may refuse to satisfy the creditor until the company lodges such a statement statements. The creditor may designate a period of two weeks to submit a declaration of intent, after which the accomplice of the joint or creditor may execute his/her entitlement to the company.

Article 36. [ Debtor situation] § 1. During the course of the company, the partner may not require the debtor to pay a share of the company's claims or submit a claim to his creditor.

§ 2. The debtor of the company shall not be able to present to the company for the deduction of the claim which it serves for one of the partners.

Chapter 3

Internal relations of the company

Article 37. [ Regulation of the company's internal relations] § 1. The provisions of this Chapter shall apply where the company's agreement does not provide otherwise.

§ 2. Contract of the company may not restrict or exclude the provisions of the Art. 38.

Article 38. [ Validity of limitations on the rights of a partner] § 1. A third party may not be entrusted with the conduct of a company with the exception of accomplices

§ 2. No matter is the contractual restriction of the shareholder's right to personal consultation on the state of the assets and interests of the company and the contractual restriction of the right to personal review of the books and documents of the company.

Article 39. [ The rights and obligations of the partner in the conduct of the affairs of the company] § 1. Each partner shall have the right and the obligation to pursue the affairs of the company.

§ 2. Each partner may, without prior resolution of the members, conduct cases not exceeding the scope of ordinary activities of the company.

§ 3. If, however, prior to the examination of the case referred to in paragraph 2, a prior resolution of the members is required, even if one of the other partners opposes the proceedings.

Article 40. [ Conducting the Company's affairs] § 1. The conduct of a company's affairs may be entrusted to one or more members or by virtue of a contract of a company or by a subsequent resolution of the shareholders. The other partners are then excluded from the conduct of the company's affairs.

(2) If the conduct of a company's affairs is entrusted to several shareholders, the provisions of the law relating to the conduct of cases by all accomplices shall apply to the conduct of the company's affairs. The resolution of all accomplices shall then be replaced by the resolutions of those partners entrusted with the conduct of the company's affairs.

Article 40 1 . [ Taking a resolution using a resolution pattern] [ 5] § 1. The shareholders of the company whose contract has been concluded with the use of the master of the contract may take with the use of a template of the resolution made available in the telecommunication system the resolution on the change of the company's address and the approval of the financial statements. In such a case, the application for entry in the register shall be submitted via a computerised system.

§ 2. The adoption of a resolution using a resolution pattern requires the filling of the form of the resolution provided in the ICT system and the resolution of the resolution by electronic signatures verified by means of valid qualified electronic signatures. Certificates or signatures that are confirmed by a trusted ePUAP profile. Such a resolution shall be equivalent to that adopted in writing.

Article 41. [ Establishing the Prokury] § 1. The establishment of a procurator shall require the consent of all accomplices having the right to pursue the

(c) Article 2 (1) (c) of the Law on the application of the law of the European Union

§ 3. In a company whose contract has been concluded with the use of a pattern of contract, shareholders may establish a prosecutor using a pattern of resolutions made available in the ICT system. In such a case, the application for entry in the register shall be submitted via a computerised system.

§ 4. The resolution referred to in § 3 shall bear the secure electronic signatures verified by means of valid qualified certificates or by signatures of a validated ePUAP trusted profile and shall be equivalent to the written form of the resolution.

Article 42. [ Cases not exceeding the normal operations of the company] Where a decision of the shareholders is required for matters not exceeding the normal operations of the company, the unanimity of all the members having the right to pursue the affairs of the company shall be necessary.

Article 43. [ Matters exceeding the scope of ordinary activities of the company] In matters exceeding the scope of ordinary activities of the company, the consent of all accomplices is required, including partners excluded from the conduct of the company's affairs.

Article 44. [ Execution of an emergency action by an accomplice] A partner who has the right to pursue the affairs of a company may, without a resolution of the members, carry out an act of urgency, the omission of which could cause serious harm to the company.

Article 45. [ Assessment of the rights and obligations of the company's business partner] The rights and obligations of the partner in the company's case shall be assessed in relation between him and the company according to the provisions of the order and, where the partner acts on behalf of the company without strengthening, or where the joint-holder's business partner exceeds the obligations of the company. his/her authority, in accordance with the rules on the conduct of other cases without an order

Article 46. [ Free conduct of company affairs] No remuneration shall be paid for the conduct of the company's affairs.

Article 47. [ Deprivation of the Company's rights of conduct] The right of affairs of a company may be received to the partner for valid reasons, by a final judgment of the court; this shall also apply to the dismissal of the partner from the obligation to pursue the affairs of the company.

Article 48. [ Partners ' contributions] § 1. In case of doubt, the contributions of the accomplices shall be deemed to be equal.

§ 2. The contribution of the accomplice may consist in the transfer or burden of ownership of things or other rights, as well as on the making of other benefits to the company.

§ 2 1 In the event of the conclusion or amendment of the company contract using the contract pattern, the contribution of the partner may be only monetary.

§ 3. The rights which the partner undertakes to bring to the company shall be deemed to have been transferred to the company.

Article 49. [ The application of the provisions on sale or the most to the contributions of the partner] § 1. If a partner has undertaken to make a contribution to a company of things other than money for property or for use, then the obligation to provide and risk of accidental loss of the subject of the benefit shall be applied accordingly. or at the most.

§ 2. (repealed).

Article 50. [ Shareholder's capital share] § 1. The share of the shareholder's capital corresponds to the value of the contribution actually paid.

§ 2. The joint shall not be entitled or obliged to increase the agreed contribution.

Article 51. [ Participation in profits and losses] § 1. Each partner shall have the right to equal share in profits and shall participate in losses in the same ratio irrespective of the nature and value of the contribution.

§ 2. The share of the shareholder in profit, as specified in the contract, refers, in case of doubt, to its participation in losses.

§ 3. A company agreement may exempt the partner from taking part in the losses.

Article 52. [ Breakdown and Profit Distribution] § 1. The partner may request the distribution and payment of the total profit at the end of each financial year.

(2) If, as a result of the loss suffered by the company, the share of the shareholder has been depleted, the profit shall be allocated in the first place in addition to the share of the accomplice.

Article 53. [ Interest on the share of the shareholder's capital] The partner shall have the right to request an annual interest payment of 5% from his capital interest, even if the company has suffered a loss.

Article 54. [ Reduction of capital participation] § 1. The reduction of capital participation requires the consent of the other partners.

§ 2. The joint may not deduce the claim of the company with the claim of the company which is entitled to the company against the partner in respect of the damage caused.

Article 55. [ Restrictions on the conclusion of another agreement of the company by the partner] If a partner fails to enter into another company agreement or transfer to a third party certain rights for participation in the company, then neither his partner nor the legal successor shall become members of the public company and, in particular, shall not be entitled to do so by the person concerned. to obtain information on the state of the assets and interests of the company.

Article 56. [ Activity contrary to the interests of the company] § 1. The accomplice is obliged to refrain from any activity contrary to the interests of the company.

§ 2. The partner may not, without the express or presumed consent of the other partners, deal with competitive interests, in particular, participate in a competitive company as a partner in a civil partnership, a public partnership, a partner, a complimentary or member of the company body.

Article 57. [ Claims of an accomplice to an accomplice infringing a competition ban] § 1. Each partner shall have the right to require the company to grant an advantage to the company which has reached its partner in breach of the prohibition of competition, or to remedy the damage caused to it.

§ 2. The claims referred to in paragraph 1 shall expire within six months of the date on which all the other members of the other members of the Community have been informed of the breach of the prohibition, but not later than three years.

§ 3. The provisions of § 1 and § 2 shall not restrict the powers of the members referred to in Article 3. 63.

Chapter 4

Company's solution and presence of an accomplice

Article 58. [ Arrangement cases of the company] § 1. The company's solution causes:

1) the reasons provided for in the company contract;

2. the unanimous resolution of all accomplices;

3) the announcement of the company's bankruptcy;

4) the death of an accomplice or the announcement of its bankruptcy;

5) denunciation of the contract of the company by the partner or creditor of the accomplice;

6) the final judgment of the court.

§ 2. [ 6] The resolution of the termination of the company, the contract of which was concluded with the use of the contract pattern, may be taken with the use of a pattern of resolutions made available in the ICT system. Adoption of a resolution using a resolution pattern requires the completion of a resolution form provided in the ICT system and the resolution of the resolution by electronic signatures verified by means of valid qualified electronic signatures. Certificates or signatures that are confirmed by a trusted ePUAP profile. Such a resolution shall be equivalent to that adopted in writing.

Article 59. [ Extension of the company for the time not marked] The company shall be deemed to have been extended for an indeterminate period in the event that, despite the existence of the reasons for the dissolution provided for in the contract, it shall carry out its activities with the consent of all the partners.

Article 60. [ Privileges of heirs] § 1. If the contract of the company provides that the rights which the deceased had been entitled to do serve all the heirs together and do not include specific provisions in this respect, the heirs should, in order to exercise those rights, point out one person to the company. The activities of the other members before such an indication shall involve the heirs of the accomplice.

§ 2. The opposing provisions of the contract are invalid.

Article 61. [ Possibility of termination of the Company Agreement § 1. If a company has been concluded for an indefinite period, the partner may terminate the company's contract for six months before the end of the financial year.

§ 2. The Company concluded for the lifetime of the partner shall be deemed to have been concluded for an indeterminate period.

§ 3. Notice shall be made in the form of a written declaration to be submitted to the other partners or to a partner authorised to represent the company.

Article 62. [ Shareholder creditor authority] § 1. During the course of the company, the creditor of the partner may obtain the seizure of only those rights serving the partner in respect of his participation in the company which he is allowed to dispose of.

(2) If, within the last six months, the execution of the shareholder's movable property has been unsuccessfully carried out, the creditor who, on the basis of the enforcement order, has obtained the claim for the accomplice in the event of his or her occurrence or the company's solutions, may terminate the company's contract for six months before the end of the financial year, even when the company's contract was concluded for the time marked. If the company's contract provides for a shorter notice period, the creditor may take advantage of the contractual term.

§ 3. The opposing provisions of the agreement are invalid.

Article 63. [ Termination of the company by court] § 1. Each partner may, for important reasons, demand a company's solution by the court.

(2) If, however, an important reason exists on the part of one of the accomplices, the court may, at the request of the other members, decide to exclude that partner from the company.

§ 3. The opposing provisions of the agreement are invalid.

Article 64. [ Existence of a company in the event of death or bankruptcy of an accomplice] § 1. Despite the death or declaration of bankruptcy of the partner and despite the termination of the company's contract by the partner or its creditor, the company shall continue between the other partners if the company's contract so provides or the other shareholders so decide.

§ 2. Such an agreement shall, in the event of death or the declaration of bankruptcy, be effected without delay and, in the event of termination, before the expiry of the period of notice. Otherwise, the heir, the receiver, or the partner who has issued the company's contract, and its creditor, may demand that the liquidation be carried out.

Article 65. [ Value of equity participation in the situation of the shareholder's presence] § 1. In the event of a shareholder's presence, the value of the share of the shareholder's capital or its heirs shall be determined on the basis of a separate balance sheet which takes into account the value of the divestiture of the assets of the company.

§ 2. As the balance sheet date, it shall be:

1) in the case of denunciation, the last day of the financial year in which the period of notice has expired;

2) in the event of death of an accomplice or a declaration of bankruptcy-day of death or the day of the declaration of bankruptcy;

3) in the event of the exclusion of the partner by a final court decision-the day of the filing of the action.

§ 3. The participation of capital calculated in the manner laid down in § 1 and § 2 shall be paid in money. Things brought to a company by an accomplice only to be used shall be returned in kind.

§ 4. If the share of the shareholder in the applicant's or the partner's heirs is negative, he shall be bound by the missing value of the company.

§ 5. The accomplice or the heir of the partner shall participate in the profit and loss of the cases which are not yet completed; however, they shall not affect the conduct of the business. However, they may request explanations, accounts and profit sharing and loss at the end of each financial year.

Article 66. [ Takeover of the company's assets by one of the members of the company] If a company consisting of two partners on the one side of the company has a reason to terminate the company, the court may grant to the other partner the right to take over the assets of the company with the obligation to settle with the applicant in accordance with art. 65.

Chapter 5

Winding up

Article 67. [ Liquidation of the company] § 1. In the cases referred to in Article The liquidation of the company should be carried out, unless the partners have agreed on a different way of ending the company's activities.

§ 2. In the event of termination of the company's contract by the creditor of the partner or the declaration of bankruptcy of the partner, an agreement on the termination of the company's activities after the existence of the company's dissolution requires the consent of the creditor or the receiver accordingly.

Article 68. [ Application of provisions during the liquidation period of the company] During the period of liquidation of the company, the provisions concerning internal and external relations of the company shall apply, unless the provisions of this Chapter stipulate otherwise or for the purpose of liquidation stems from another.

Article 69. [ Prohibition of competition during the liquidation period] During the period of liquidation, the prohibition of competition applies only to the liquidators.

Article 70. [ Likwidator] § 1. The liquidators are all accomplices. The partners may only appoint some of the liquidators, as well as persons who are not in their own group. The resolution shall require unanimity, unless otherwise provided by the company agreement.

§ 2. On the place of an accomplice of the fallen one enters the syndicate

Article 71. [ Establishment of the liquidator by a registry court] § 1. A registration court may, for important reasons, at the request of an accomplice or other person having an interest in law, establish liquidators of only some of the accomplices, as well as other persons.

§ 2. The opposing provisions of the contract are invalid.

Article 72. [ Cancellation of the liquidator] The liquidator may be cancelled only by a unanimous decision of the shareholders.

Article 73. [ Cancellation of the liquidator by a registry court] § 1. For important reasons, the court of registry may, at the request of the partner or the person having the legal interest, cancel the liquidator.

§ 2. The quake, established by the court only the court may cancel.

§ 3. The opposing provisions of the agreement are invalid.

Article 74. [ Mode of conduct in the event of liquidation] § 1. The register court should report: the opening of the liquidation, the names and names of the liquidators and their addresses, the way of representing the company by the liquidators and any changes thereto, even if there had been no change in the past company representation. Each liquidator shall have the right and the obligation to notify.

§ 2. (repealed).

§ 3. The entry of the liquidators laid down by the court and the deletion of liquidators of the liquidators dismissed by the court shall be taken from office.

§ 4. The liquidation shall be carried out under the company's company with the addition of a "in liquidation" sign.

Article 75. [ Representation of the company by liquidators] Where there are several liquidators, they shall be entitled to represent the company together, unless the members of the liquidators or tribunal set up the liquidators otherwise.

Article 76. [ Requirement of resolution of liquidators for the resolution of the case] In cases where a resolution of the liquidators is required, the majority of the votes shall be decided, unless the members of the liquidators or tribunal set up the liquidators otherwise.

Article 77. [ The scope of the liquidators ' activity] § 1. The liquidators should terminate the company's current interests, download the debts, fulfil the obligations and liquidate the assets of the company. New interests may be taken only if this is necessary for the completion of cases pending.

§ 2. In the internal relations, the liquidators are obliged to adhere to the shareholders ' resolutions. The liquidators established by the court should comply with the unanimous resolutions adopted by the accomplices and by the persons having the legal interest which caused them to be established.

Article 78. [ Limitation of the competence of liquidators] § 1. Within the limits of its competence, as referred to in Article 77 § 1, the liquidators have the right to pursue the affairs of the company and its representation. The limitation of their competence shall not have effect vis-vis third parties.

(2) In the light of third parties acting in good faith, the activities undertaken by the liquidators shall be regarded as decommissioning activities.

Article 79. [ Prosecutor during the liquidation period] § 1. The opening of the liquidation shall cause the radius to be expired.

§ 2. In the liquidation period, no prosecutor may be established.

Article 80. [ Responsibility of the heirs of the partner in the liquidation period] For the liabilities of the company contracted during the liquidation period, the successors of the partner shall be responsible in accordance with the liability regulations for the debts of the succession.

Article 81. [ Balance sheet drawn up by liquidators] § 1. The liquidators shall draw up a balance sheet at the start and end of the liquidation.

§ 2. Where the winding up takes more than one year, the financial statements shall be drawn up for the day ending each financial year.

Article 82. [ Division of Company's assets] § 1. The assets of the company are, in particular, the liability of the company and the corresponding amounts are to be paid to cover the liabilities that are not due or to be contentious.

§ 2. The remaining assets shall be shared between the members according to the provisions of the company's contract. In the absence of the relevant provisions of the agreement, the shares shall be paid to the shareholders. The surplus shall be divided between the members in the proportion in which they participate in the profit.

§ 3. Things brought by a partner to a company only to be used shall be returned to the partner in kind.

Article 83. [ Split Property Shortfall] If the assets of the company are not sufficient to pay the shares and debts, the shortfall shall be shared between the members in accordance with the provisions of the contract and, in the absence thereof, of the extent to which the members participate in the loss. In the event of the insolvency of one of the accomplices, the part of the shortfall that is attributable to him shall be divided among the other members in the same ratio.

Article 84. [ Termination of liquidation] § 1. The liquidators should report the termination of the liquidation and submit an application for the deletion of the company from the register. In the event of termination of the company without a liquidation, the obligation to submit the application of pregnancy to the partners.

§ 2. The solution of the company takes place once it has been removed from the register.

§ 3. The books and documents of the dissolved company shall be given for the holding of a partner or a third party for a period of not less than five years. In the absence of the consent of the partner or a third party, the conservator shall appoint a register court.

§ 4. Members and persons having a legal interest shall have the right to review the books and documents.

Article 85. [ Bankruptcy of the company] § 1. In the event of insolvency of the company, the termination of the company shall take place after the end of the insolvency proceedings, as soon as it is removed from the register. A request for deletion from the register shall be submitted by the receiver.

§ 2. The company shall not be terminated where the insolvency proceedings have been terminated as a result of the satisfaction of all creditors in whole or the approval of the arrangement or when the bankruptcy proceedings have been repealed or remitted.

SECTION II

Partner Company

Chapter 1

General provisions

Article 86. [ Partner Company] § 1. The partner company is a partnership, formed by accomplices (partners) in order to pursue a free profession in a company running a company under its own company.

§ 2. The Company may be associated with the purpose of carrying out more than one free profession, unless a separate law provides otherwise.

Article 87. [ Subjective restrictions] § 1. The partners in the company may be exclusively natural persons, entitled to perform the liberal professions referred to in Art. 88 or in a separate law.

§ 2. The exercise of a free profession in a company may be subject to the fulfilment of additional requirements provided for in a separate law.

Article 88. [ Partners in the company] The partners in the company may be the persons entitled to perform the following professions: lawyer, pharmacy, architect, civil engineer, statutory auditor, insurance broker, tax adviser, securities broker, adviser an investment, an accountant, a doctor, a dental practitioner, a veterinarian, a notary, a nurse, a midwife, a legal adviser, a patent ombudsman, a property valuer and a sworn translator.

Article 89. [ Application of provisions on public limited company] In cases not regulated in this chapter, the partnership shall apply mutatis mutandis to a partnership, unless otherwise provided by the law.

Article 90. [ Company of partner company] § 1. The partner company should include the name of one or more partners, the additional designation "and partner" or "and partners" or "partner company", and the determination of the free profession in the company.

§ 2. It is permissible to use the abbreviation "sp.p." in the rotation.

§ 3. Companies with the designation "and partner" or "and partners" or "partner company" and the abbreviation "sp.p." may use only the partner company.

Article 91. [ Content of the Partnership Agreement] The Partnership Agreement should contain:

1) the determination of the free profession performed by the partners within the company;

2) the subject matter of the company;

3) the names and names of the partners who have unlimited liability for the company's obligations, in the case provided for in art. 95 § 2;

4) where the company represents only certain partners, the names and names of those partners;

5) the company and the company's registered office;

6) the duration of the company, if it is marked;

7) determination of contributions by each partner and their value.

Article 92. [ Form of conclusion of the partnership agreement] The partnership agreement should be concluded in writing under the action of invalidity.

Article 93. [ Ticket Elements] § 1. The notification of a partner company to a registered court should contain:

1) the company, the registered office, the address of the company, the names and names of the partners and their addresses or addresses for service of the company;

2) the determination of the free profession performed by the partners within the company;

3) the object of the company's activities

4) the names and names of the partners who are entitled to represent the company; this does not concern the case where the company agreement does not provide for restrictions on the right of representation by the partners;

5) the names and names of the prosecutors or persons appointed to the Management Board;

6) the names and names of the partners who have unlimited liability for the company's obligations, in the case provided for in art. 95 § 2.

§ 2. The notification of a partner company to a registered court must be accompanied by documents confirming the powers of each partner to exercise a free profession.

§ 3. Any changes to the data referred to in paragraph 1 shall be notified to the registry court.

Article 94. [ Emergence of a partner company] The partner company shall be formed at the moment of entry in the register.

Chapter 2

Relation to third parties

Management Board

Article 95. [ Responsibility of partner for commitments] § 1. The partner shall not be liable for the obligations of the company arising in connection with the performance of the other partners of the free profession in the company, as well as for the obligations of the company resulting from the actions or omissions of persons employed by the company on the basis of a contract of employment or any other legal relationship which was subject to the management of another partner in providing services related to the subject of the company's activities.

§ 2. The company's contract may provide that one or more partners will agree to assume liability as the partner of the public company.

Article 96. [ Representation of the company by the partner] § 1. Each partner shall have the right to represent the company on its own, unless otherwise provided by the company agreement.

§ 2. The salvation of a partner of the right of representation of a company may take place only for valid reasons passed by a majority of three-quarters of the votes in the presence of at least two-thirds of the total number of partners. The company agreement may provide for stricter requirements for the resolution of the resolution.

§ 3. The deprivation of a partner of the right to represent a company on the basis of § 2 becomes effective with the moment of registration.

Article 97. [ Company's Board of Directors] § 1. The partnership agreement may provide that the management of the affairs and representation of the company is entrusted to the Management Board. Art. 96 shall not apply.

§ 2. The provisions of Article 1 shall apply mutatis mutandis to the Management Board established pursuant to paragraph 1. 201-211 and art. 293-300.

Chapter 3

Company Resolution

Article 98. [ Partnership of partnership] § 1. The company's solution causes:

1) the reasons provided for in the company contract;

2) the unanimous resolution of all partners;

3) the announcement of the company's bankruptcy;

4) loss by all partners of the right to exercise a free profession;

5) the final judgment of the court.

§ 2. In the case where one partner remains in the company or where only one partner has the right to exercise the free profession related to the subject matter of the company's activities, the company is disbaned at the latest by the end of the year from the date of establishment of any of these events.

Article 99. [ Application of the provisions on the public company in the event of a dissolution of the partnership] The provisions of Article 4 59-62 and art. 64-66 shall apply in the case of:

1) the death of a partner;

2) the announcement of a partner's bankruptcy;

3) termination of the company's contract by the partner or creditor of the partner.

Article 100. [ Presence of a partner from the company] § 1. In the event of a loss of the right to pursue a profession by a partner, he shall apply from the company at the latest by the end of the financial year in which he has lost his right to exercise his profession.

§ 2. The occurrence shall be made by a written statement addressed to the Management Board or to a partner authorised to represent the company.

§ 3. After the expiry of the time limit laid down in § 1, the partner shall be deemed to have occurred from the company on the last day of that period.

Article 101. [ Privileges of partner's heir] The partner's heir does not enter into the company in place of the deceased partner, unless the company's contract provides otherwise, taking into account art. 87.

SECTION III

Spółka komandytowa

Chapter 1

General provisions

Article 102. [ Komandytowa company] The limited partnership is a partnership with the aim of running a company under its own company, in which, vis-o-vis creditors for the liabilities of the company, at least one partner responds without limitation (complimentary), and the responsibility of the company is not least one partner (the Commander) is limited.

Article 103. [ Application of provisions on public limited company] § 1. In cases not covered by this chapter, the provisions on the public company shall apply mutatis mutandis to a limited partnership, unless otherwise provided by the law.

§ 2. To a limited partnership, the contract of which has been concluded with the use of the contract standard, the provisions of the publicly owned company, the contract of which was concluded with the use of the contract standard, shall apply mutatis mutandis.

Article 104. [ Company of the limited partnership] § 1. The company of a limited partnership should contain the name of one or more of the complimentary companies and the additional designation "spółka komandytowa".

§ 2. It is permissible to use the abbreviation "sp.k." in the trade.

§ 3. If a legal person is a complimentary person, the company of a limited partnership should contain the full sound of the company (names) of that legal entity with the additional designation 'spółka komandytowa'. This does not preclude the inclusion of the name of a complimentary who is a natural person.

§ 4. The name of the Commander may not be included in the company's company. In the case of posting the name or company (name) of a comandist in a company of a company, the commandeer is liable to third parties as a complimentary.

Article 105. [ Content of the limited partnership agreement] The limited partnership agreement should include:

1) the company and the company's registered office;

2) the subject matter of the company;

3) the duration of the company, if it is marked;

4) the designation of contributions by each partner and their value;

5) the amount of responsibility for each of the comanditarians vis-vis creditors (the limited amount), which is determined by the amount of the responsibility.

Article 106. [ Form of a notarial deed] The limited partnership agreement should be concluded in the form of a notarial deed.

Article 106 1 . [ Conclusion of a limited partnership agreement with the use of the contract pattern] § 1. The limited partnership agreement may also be concluded with the use of the contract pattern.

§ 2. The conclusion of a contract of a limited partnership with the use of the contract pattern requires the completion of the contract form made available in the ICT system and the provision of the contract with a secure electronic signature verified by means of an important a qualified certificate, or a signed certificate of trusted ePUAP.

§ 3. The agreement of the limited partnership referred to in paragraph 1 shall be concluded after the introduction into the electronic system of all the data necessary for its conclusion and at the time of the management of their signatures by electronic partners.

§ 4. [ 7] The agreement of the limited partnership referred to in § 1 may also be amended, as regards the provisions of the contract variables, using a resolution of the resolution amending the contract of the company made available in the ICT system. The provision of § 2 shall apply mutatis mutandis. If the contract is not amended using a resolution pattern, the amendment shall be made by drawing up a new text of the company agreement.

§ 5. The Minister for Justice shall determine, by way of regulation, the standard of contract and the pattern of resolutions amending the limited partnership agreement, as well as the patterns of other resolutions and activities carried out in the IT system, with a view to the need for a the facilitation of the establishment of the companies, the efficiency of their establishment and the litigation in the judicial proceedings concerning their registration, the implementation of facilitations in their functioning, and the need to ensure security and safety marketing.

§ 6. The Minister of Justice, in agreement with the Minister responsible for IT, shall determine, by way of regulation, the mode of establishment of an account in the IT system, the way in which the IT system is to be used and the operation of the computer system in which it is to be used. connected with the association of a limited partnership with the use of the contract pattern and other activities carried out in the IT system, with a view to facilitating the establishment of companies, ensuring the efficiency of the procedure and protecting the security and economic confidence, as well as the need for security of data collected in the system, including personal data.

Article 107. [ Contribution of the Commander-in-Office] § 1. If the comanditary's contribution to the company is wholly or partly a non-cash benefit, the contract of the company shall specify the subject matter of that provision (aport), its value, as well as the person of the contributing member of such a non-monetary benefit.

§ 2. The obligation to do the work or to provide services to the company and the remuneration for the services provided in the formation of the company shall not constitute a contribution of the Commander to the company, unless the value of other its contributions to the company is not lower than the amount of comandite sum.

§ 3. If the complimentary company is a limited liability company or a joint-stock company, and a limited partnership is the partner of that company, the contribution of the limited partnership may not constitute his shares in that company with limited liability or shares of that company. a joint-stock company.

Article 108. [ Value of Contribution Contribution] § 1. Unless otherwise provided by the contract, the contribution of the comandist may be made in a value lower than the comandite sum.

§ 2. The order of accomplices exempting a comandite from the obligation to make a contribution is invalid.

Article 109. [ Emergence of a limited partnership] § 1. A limited partnership shall arise at the time of entry in the register.

§ 2. The persons who acted on behalf of the company after it was associated, and before her entry in the register, correspond jointly and severally.

Article 110. [ Components of the declaration of the limited partnership] § 1. The notification of a limited partnership to a registered court should contain:

1) the company, the seat and the address of the company;

2) the subject matter of the company;

3) the names and names of the (names) of the complimentary and separate names and/or companies (names) of the comanditarians, and the circumstances surrounding the limitation of the partner's ability to legal acts, if any;

4) the names and names of persons entitled to represent the company and the way of representation; where the compliments have entrusted only to some of the company's affairs-the selection of this circumstance;

5) Comandite sum.

§ 2. Any changes to the data listed in § 1 shall be notified to the registry court.

Chapter 2

Relation to third parties

Article 111. [ Commandeer's responsibility] The Commander is responsible for the liability of the company to its creditors only up to the amount of the limited limited amount.

Article 112. [ Limits of Commander's Responsibility] § 1. The Commander shall be free of responsibility within the value of the value of the contribution made to the company.

§ 2. In the case of repayment of the contribution in whole or in part, the liability shall be reinstated in the amount equal to the return.

§ 3. In the event of a loss of the company's assets by loss, it shall be considered as a reimbursement of the contribution to the creditors of any payment made by the company to the Commander before supplementing the contribution to the original value specified in the company's contract. Making such payments does not require an entry in the register.

§ 4. A commandeer is not required to reimburse what he has collected as a profit on the basis of the financial statements, unless he acted in bad faith.

Article 113. [ Effects of the diversion of the limited partnership] The reduction in the amount of comandite shall have no legal effect on the creditors whose claims arose prior to the entry of the reduction in the register.

Article 114. [ Responsibility of the acceding person in the capacity of a commandeer] He who joins the company as a limited partnership shall also be liable for the company's obligations existing at the time when it is entered in the register.

Article 115. [ Complientarius Status] If the company's contract allows a new complimentary party to be admitted to the company, the existing communist may be granted a complimentary status, or the third party may join the company as a complimentary, with the consent of all previous accomplices.

Article 116. [ Responsibility of the Commander in case of conclusion of the company agreement with the entrepreneur] In the event of the conclusion of a limited partnership agreement with an entrepreneur leading the company in his own name and on his own account, the comanditary is also responsible for the obligations arising in the course of the operation of the company and the existing one at the moment the registration of the company.

Article 117. [ Representation of a limited partnership] The company shall represent the complimentary persons who, by virtue of the agreement of the company or by a final court decision, have not been deprived of the right to represent the company.

Article 118. [ Commandeer's powers to represent the company] § 1. A Comanditarius may represent the company only as a proxy.

§ 2. If a limited partnership does not disclose its power of attorney on behalf of a company, it shall be liable for the consequences of the action against third parties without limitation; this shall also include the representation of the company by a limited partnership which does not is either fortified or exceeds its scope.

Article 119. [ Legal effects to third parties] The provisions of a contract which do not comply with the provisions of this Chapter shall not give effect to any third party.

Chapter 3

Internal relations of the company

Article 120. [ Comanditarius Authority in Company] § 1. The Commander shall have the right to request the write-off of the financial statements for the financial year and to review the books and documents in order to verify his accuracy.

§ 2. At the request of the comanditary, the registry court may, for important reasons, order at any time to make available to him a financial report or to submit other explanations, as well as to allow the commandeer to review the books and documents.

§ 3. The Company's contract shall not exclude or limit the powers of the limited partnership referred to in § 1 and § 2.

Article 121. [ Limitations of the commandeer's privileges] § 1. The Commander shall not have the right or the obligation to conduct the company's affairs, unless otherwise provided by the company's contract.

§ 2. In cases exceeding the scope of ordinary activities of the company, the consent of the Commander shall be required, unless otherwise provided by the company's contract.

§ 3. The restrictions referred to in Article 56 and art. 57, does not apply to a comanditarius without a right to conduct business affairs or represent it, unless the company's contract provides otherwise.

Article 122. [ Buyer Authority] In the event of the divestiture of the general public's rights and obligations, the purchaser does not pass the right to pursue the affairs of the company.

Article 123. [ Shareholder's participation in the company's profit] § 1. The Commander shall participate in the profit of the company in proportion to its contribution actually contributed to the company, unless otherwise provided by the company's contract.

§ 2. Profit for a given financial year shall be allocated in the first place, in addition to the contribution actually made to the value of the agreed contribution.

§ 3. In case of doubt, the commandeer shall only take part in the loss of the agreed contribution.

Article 124. [ Death of a commandeer] § 1. The death of a commandeer is not the cause of the company's dissolution. The heirs of a commandeer should indicate to the company one person to exercise their rights. The activities carried out by other members before such an indication shall bind the heirs to the comandite.

§ 2. The division of the partnership contribution to the assets of the company between the heirs shall be effective against the company only with the consent of the other shareholders.

SECTION IV

Joint-stock company

Chapter 1

General provisions

Article 125. [ Joint-joint-stock company] A limited liability company is a company with the aim of running a company under its own company, in which, in respect of creditors for the liabilities of the company, at least one partner is responsible without limitation (complimentary) and at least one of them is responsible for the company's obligations. the partner is a shareholder.

Article 126. [ Application of provisions of the Act] § 1. In cases not regulated in this chapter, the joint-stock company shall apply:

(1) to the extent of the legal relationship between the complimentary parties, both among themselves and with regard to all shareholders and third parties, and the contributions of those members to the company, excluding share capital contributions, as appropriate, the public company;

2) in other cases-the provisions concerning the joint-stock company, and in particular the provisions concerning the share capital, the contributions of shareholders, shares, the supervisory board and the general meeting, respectively.

§ 2. The share capital of a limited joint-stock company should be at least 50 000 zlotys.

Article 127. [ Company of the joint-stock company] § 1. The company of a limited joint-stock company should contain the names of one or more complimentary companies and an additional designation "spółka komandytowo-akcyjna".

§ 2. It is permissible to use the abbreviation "S.K.A." in the trade.

§ 3. If a legal person is a complimentary person, the company of a limited joint-stock company should contain the full sound of the company (name) of that legal entity with the additional designation 'spółka komandytowo-akcyjna'. This does not preclude the inclusion of the name of a complimentary who is a natural person.

§ 4. The name or company (name) of the shareholder may not be included in the company. In the case of posting the name or company (name) of the shareholder in the company of the company, the shareholder shall be liable to third parties as a complimentary.

§ 5. The writings and commercial orders placed by the limited company in paper and electronic form, as well as information on the company's websites should include:

1) the company's company, its registered office and address;

2) the designation of the registry court in which the documentation of the company is kept and the number under which the company is entered in the register;

3) tax identification number (NIP);

4) the amount of share capital and paid-in capital.

Article 128. [ Obligations of the shareholder] A shareholder shall be obliged only to the benefits specified in the statutes.

Chapter 2

Company Uprising

Article 129. [ The founders of the company] The signers of the statutes are the founders of the company. The statutes should sign at least all complimentary compliments.

Article 130. [ Components of the Articles of Association of the limited joint-stock company] The statutes of a limited joint-stock company should contain:

1) the company and the company's registered office;

2) the subject matter of the company;

3) the duration of the company, if it is marked;

(4) the designation of contributions by each and every complementarius;

5) the amount of the share capital, the manner of its collection, the nominal value of the shares and their number with an indication of whether the shares are imitated or bearer;

6) the number of shares of particular types and the associated powers, if the shares of different kinds are to be entered;

7. the names and names of the complimentary and their registered office, addresses or addresses for service;

8) the organization of the general assembly and the supervisory board, if the statute or statute provides for the establishment of a supervisory board.

Article 131. [ Form of company statutes] The statute of a limited joint-stock company should be drawn up in the form of a notarial deed.

Article 132. [ Contribution to the limited partnership] § 1. A complimentary may make a contribution to a limited partnership contribution to share capital or to other funds.

§ 2. The contribution by a complementary contribution to the share capital does not exclude his unlimited liability for the company's obligations.

Article 133. [ Ticket Elements] § 1. The notification of a limited joint-stock company to a registered court should contain:

1) the company, the seat and the address of the company;

2) the subject matter of the company;

3) the amount of the share capital, the number and the nominal value of the shares;

(4) the number of favoured shares and the type of preference where the statutes provide for them;

5) the mention of which part of the share capital was paid prior to registration;

6) the names and names of the (names) of the compliments and the circumstances surrounding the limitation of their capacity to legal acts, if any;

7) the names and names of persons entitled to represent the company and the way of representation; where the compliments have entrusted only to some of the company's affairs-the selection of this circumstance;

(8) if, at the time of the company's association, the shareholders bring in non-cash contributions, the circumstances should be checked;

9) the duration of the company, if it is marked.

§ 2. Any changes to the data listed in § 1 shall be notified to the registry court.

Article 134. [ Establishment of a limited partnership] § 1. A limited joint-stock company shall arise from the moment of entry in the register.

§ 2. The persons who acted on behalf of the company after it was associated, and before her entry in the register, correspond jointly and severally.

Chapter 3

Relation to third parties

Article 135. [ Shareholder liability] The shareholder is not responsible for the company's obligations.

Article 136. [ Obtaining a complimentary status] § 1. If the statute allows a new complimentary party to be admitted to the company, the existing shareholder may be granted a complimentary status, or the third party may join the company as a complimentary, with the consent of all existing complimentary.

§ 2. The statement of the new complimentary, as well as the indication of the value of its contributions and the consent to the wording of the statutes, requires the form of a notarial

§ 3. The new complimentary shall also be liable for the obligations of the existing company at the time when it is entered in the register.

Article 137. [ Representation of the company] § 1. The company shall represent the complimentary persons who, by virtue of the statutes or by a final decision of the court, have not been deprived of the right to represent the company.

§ 2. Later deprivation of a complimentary right of representation of the company constitutes a change of the articles of association and requires the consent of all other compliments.

§ 3. The deprivation of a complimentary right to represent a company contrary to its opposition can only be made for important reasons by a final judgment of the court.

§ 4. The opposition referred to in § 3 shall be reported to the minutes of the General Assembly or in writing with a signed notarized signature not later than one month from the day of the resolution of the resolution by the General Assembly.

§ 5. The deprivation of a complimentary right to represent a company contrary to the opposition referred to in § 3 and § 4 shall exempt that partner from personal liability for the company's obligations arising from the time when the relevant entry in the register was made.

Article 138. [ Representation of the company by the shareholder] § 1. A shareholder may represent the company only as a proxy.

§ 2. If a shareholder makes a legal act on behalf of the company without disclosing his power of attorney, he is responsible for the consequences of that act against third parties without limitation; this also applies to the representation of the company by the shareholder who does not have to strengthen or to exceed its scope.

Article 139. [ Effects of the provisions of the Statute] The provisions of the Statute which do not comply with the provisions of this Chapter shall not give effect to third parties.

Chapter 4

Internal relations of the company

Article 140. [ Complimentary privileges] § 1. Each complimentary shall have the right and the obligation to pursue the affairs of the company.

Article 2 The statutes of a company may provide that the conduct of a company shall be entrusted to one or more of the complimentary and/or other compliments.

§ 3. The amendment of the statutes, which deprive the company of the rights of the company or which grants such a right to a compliment so far deprived of it, requires the consent of all the other compliments.

Article 141. [ Limitation of Complimentary Entitlements] The complimentary shall not be entitled to the conduct of the company's affairs, transferred to the general meeting or the supervisory board by the provisions of this chapter or the articles of association of the company.

Article 142. [ Supervisory Board] § 1. A supervisory board can be established in a limited joint-stock company. If the number of shareholders exceeds twenty-five persons, the establishment of the Supervisory Board is mandatory.

§ 2. Members of the Supervisory Board appoints and dismiss the General Assembly.

§ 3. A complimentary or an employee cannot be a member of a supervisory board.

§ 4. If a complimentary company has acquired or acquired shares of a limited joint-stock company, it does not exercise the right to vote on those shares when taking the resolutions referred to in § 2. It may also not be a proxy of other shareholders at the general meeting of the meeting. when taking such resolutions.

§ 5. The provisions of § 3 and § 4 do not apply to a complimentary or representation of a complimentary complimentary or representation of a company.

Article 143. [ The scope of the Supervisory Board's action] § 1. The Supervisory Board shall exercise constant supervision over the company's activities in all areas of its activities.

§ 2. The supervisory board of a limited joint-stock company does not apply the provisions of art. 383. The Supervisory Board may, however, delegate its members to the temporary exercise of the activities of the complimentary persons in the event that none of the complimentary beneficiaries of the company's affairs and of its representation can exercise its own right to act. tasks.

§ 3. The Supervisory Board may, on behalf of the company, conduct an action for damages against the complimentary and non-complimentary rights of the company or of its representation. The provisions of Article 4 483-490 shall apply mutatis mutandis.

Article 144. [ Plenipotentiary] In a limited joint-stock company in which no supervisory board has been established, when taking the steps listed in art. 143 § 3 and art. 378 the company represents a proxy appointed by the resolution of the General Assembly.

Article 145. [ General Assembly] § 1. The General Assembly may be ordinary or extraordinary.

§ 2. The right to participate in the general meeting shall have a shareholder and a compliment also in the event that he is not a shareholder in a limited joint-stock company.

§ 3. Any action covered or acquired by a person who is not a complimentary shall give the right to one vote, unless the statutes provide otherwise. You cannot completely deprive a shareholder of voting rights.

§ 4. Any action covered or acquired by a complimentary shall give the right to one vote.

Article 146. [ Resolutions of the General Assembly] § 1. Resolutions of the General Assembly in addition to other matters, listed in the section hereby or in the statutes, require:

1) the consideration and approval of the report of the complimentary companies on the company's activities and the financial statements of the company for the previous financial year;

2. giving a discharge to the discharge company in respect of the discharge of the duties of the company;

3. grant discharge to the members of the supervisory board in respect of the performance of their duties;

4) the choice of the statutory auditor, unless the statutes provide for the competence of the supervisory board in this matter;

5) the solution of the company.

§ 2. The consent of all the compliments shall be subject to the resolution of the General Assembly in the cases of the following:

1) to entrust the conduct of cases and represent a company to one or more complimentariaes;

(2) the distribution of profit for the financial year in the part of the shareholders;

3) the disposal and leasing of the company or its organised part of the company and the establishment of the right of use on it;

4) divestment of the company's property;

5. increases and reductions in the share capital;

6) the issue of bonds;

7) merger and transformation of the company;

8) amendments to the Statutes;

9) solutions of the company;

10) other activities provided for in this section, or in the statutes.

§ 3. The consent of the majority of the compliments requires, under the contention of nullity, the resolution of the General Assembly in matters of:

(1) the distribution of profit for the financial year in the part of the complimentary compliments;

2. the manner of covering the loss for the previous financial year;

3) other activities provided for in the Statutes.

Article 147. [ Participation in profit of the company] § 1. The shareholder and the shareholder shall participate in the profit of the company in proportion to their contributions to the company, unless the statutes provide otherwise.

(2) If the statutes do not provide otherwise, a complimentary to the nondeprived undertaking of the company which receives the remuneration for taking the action referred to in Article 2 (1) of the Statute. 137 § 1 and art. 141, there is no participation in the profit of the company in part corresponding to the contribution of its work to the company.

Chapter 5

Termination and liquidation of the company

Partner Occurrence

Article 148. [ Company Resolution] § 1. The company's solution causes:

1) the reasons provided for in the statutes;

2) the resolution of the general meeting on the dissolution of the company;

3) the announcement of the company's bankruptcy;

4) death, declaration of bankruptcy or the occurrence of the only complimentary, unless the statutes provide otherwise;

5) other reasons stipulated by the law.

§ 2. The announcement of the bankruptcy of a shareholder is not the reason for the company's dissolution

Article 149. [ Termination of the company's agreement by a complimentary company] § 1. The termination of the company's agreement by a complimentary company and its withdrawal from the company shall be admissible if the statutes constitute such a contract. The provisions relating to the public company shall apply mutatis mutandis.

§ 2. The Shareholder shall not be entitled to terminate the contract of the company.

Article 150. [ Liquidation of the company] § 1. Where the provisions of this chapter do not provide otherwise, provisions on the winding-up of a joint-stock company shall apply mutatis mutandis to the dissolution and liquidation of a limited partnership.

§ 2. The leaders shall be complementarients having the right to pursue the affairs of the company, unless the statutes or resolutions of the general meeting, subject to the consent of all the complimentary parties, provide otherwise.

Title III

Capital companies

SECTION I

Limited liability company

Chapter 1

Company Uprising

Article 151. [ Company with limited liability] § 1. A limited liability company may be created by one or more persons for any legally permissible purpose, unless the Act provides otherwise.

§ 2. The limited liability company may not be bound exclusively by another one-man limited liability company.

§ 3. Partners shall be obliged only to the benefits specified in the company's contract.

§ 4. The partners are not responsible for the company's obligations.

Article 152. [ share capital] The share capital of the company shall be divided into shares of equal or unequal nominal value.

Article 153. [ Shares of shareholders] The company agreement represents whether a partner may have only one or more shares. If an accomplice may have more than one share, then all shares in the share capital should be equal and indivisible.

Article 154. [ Height of share capital] § 1. The share capital of the company should be at least 5000 zlotys.

§ 2. The nominal value of the participation may not be less than 50 zlotys.

§ 3. The shares may not be covered below their nominal value. If the share is covered at a price higher than the nominal value, the excess shall be transferred to the capital reserve.

Article 155. [ Branches, company representation] Limited liability companies, established abroad, may form branches or representations in the territory of the Republic of Poland. The conditions for the creation of such branches or representations shall be determined by a separate law.

Article 156. [ Single-company company] In a one-person company, the sole partner shall exercise all the powers conferred on the Assembly of shareholders in accordance with the provisions of this chapter. The provisions on the assembly of accomplices shall apply mutatis mutandis.

Article 157. [ Content of company agreement] § 1. The limited liability company agreement should specify:

1) the company and the company's registered office;

2) the subject matter of the company;

3) the amount of the share capital;

4) whether an accomplice may have more than one share;

5) the number and nominal value of the shares covered by each of the individual members;

6) the duration of the company, if it is marked.

§ 2. The contract of a limited liability company should be concluded in the form of a notarial deed.

Article 157 1 . [ Master of the limited liability company agreement made available in the IT system] § 1. The limited liability company agreement may also be concluded using the contract pattern.

§ 2. The conclusion of a contract of a limited liability company with the use of the contract pattern requires the completion of the contract form concluded in the ICT system and the dressage of the contract with electronic signature.

§ 3. The contract referred to in paragraph 1 shall be concluded after the introduction into the computerised system of all the data necessary for its conclusion and with the signature of the electronic signature of the contract.

§ 4. (repealed).

§ 5. The Minister of Justice will determine, by way of regulation, the pattern of the agreement and the pattern of the resolution amending the limited liability company agreement, as well as the patterns of other resolutions and activities carried out in the IT system, with the The need to facilitate the establishment of companies, to ensure the efficiency of the establishment of companies and the efficiency of judicial proceedings concerning their registration, the implementation of facilitations in their functioning, and the need to ensure that they are security and economic confidence.

§ 6. The Minister of Justice, in agreement with the Minister responsible for IT, shall determine, by way of regulation, the mode of establishment of an account in the IT system, the way in which the IT system is to be used and the operation of the computer system in which it is to be used. related to the binding of a limited liability company with the use of the contract pattern and the requirements for the electronic signature of persons containing the contract of such a company and persons signing the list of accomplices and a statement of the submission contributions to share capital (data enabling the verification of identity) with a view to facilitating the establishment of companies, the need to ensure the efficiency of the proceedings and to protect the safety and security of the business, as well as to secure the data collected in the system, including data personal.

Article 158. [ Subject of the contribution] § 1. Where the contribution to the company to cover the contribution is to be wholly or partly to the contribution of non-cash (aport), the contract of the company shall specify the subject-matter of the contribution and the person of the appellant of the appellant, as well as the number and value of the nominal contribution. covered by the share.

§ 1 1 In the case of a company whose contract has been concluded with the use of a master contract, only cash contributions shall be paid. The coverage of the share capital should take place no later than seven days from the date of its entry in the register.

§ 1 2 . [ 8] The increase in the share capital made after the entry into the register of the company, the contract of which was concluded with the use of the contract standard, can be covered only by cash contributions, if the changes of the company's contract were made using the resolution pattern amending the limited liability company agreement, and in the event that changes in the company's contract were made in the form of a notarial deed-including non-cash contributions.

§ 2. The remuneration for the services provided in the company's formation may not be paid from the funds paid to cover the share capital, as well as crediting the contribution of the partner.

§ 3. The subject of the contribution remains at the sole disposal of the company's management

Article 159. [ Additional powers and obligations of the accomplice] If a partner is to be granted a special benefit or if the shareholders are to be imposed, in addition to making contributions to cover the shares, other obligations towards the company should be subject to an ineffectiveness in relation to the company in the light of the fact that the company is not the company agreement.

Article 160. [ Company company] § 1. The company may be at any discretion; however, it should include an additional designation "spółka z ograniczoną odpowiedzialnością".

§ 2. The abbreviation "Company z o.o." is allowed. or " sp. z o.o. ".

Article 161. [ Company in organization] § 1. At the conclusion of the limited liability company, a limited liability company is created in the organisation.

§ 2. The Company in the organization shall be represented by the Management Board or a proxy appointed by the unanimous resolution of the partners.

§ 3. Liability of persons referred to in art. In accordance with Article 13 (1), they shall cease to apply to the company as soon as they are approved by the Congregation

Article 162. [ Single-company company] In a one-person company in an organization, the sole partner does not have the right to represent the company. This does not apply to the company's application to a registered court.

Article 163. [ Requirements necessary for the establishment of the company] A limited liability company shall be required to:

1) conclusion of the company agreement;

(2) a contribution by the shareholders to cover all the share capital and, in the event of an entry for a price higher than the nominal value, also to make a surplus, taking into account the provisions of Article 4 (2) of the EC 158 § 1 1 ;

3) appointment of the Management Board;

4) the establishment of a supervisory board or a review commission, if required by the law or the company's contract;

5) entry in the register.

Article 164. [ Application of the company to the court of registry] § 1. The Management Board shall report the association of the company to the registered court due to the registered office of the company in order to enter the company in the register. The application for registration of the company shall be signed by all members of the Management Board.

§ 2. The provisions of the National Court Register shall apply to the application of the company to the registered court in cases not regulated by law.

§ 3. The registration court may not refuse to enter the company in the register because of minor deficiencies which do not infringe the interest of the company and the public interest, and cannot be removed without incurring disproportionate costs.

Article 165. [ Statement of deficiencies] In the case of a statement in the absence of a removable registration, the registration court shall designate the company in the organisation concerned by the time limit for its removal under the rigorously refusal of registration.

Article 166. [ Ticket Content] § 1. The notification of a limited liability company to a registered court should contain:

1) the company, the seat and the address of the company;

2) the subject matter of the company;

3) the amount of the share capital;

4) determining whether an accomplice may have more than one share;

5) the names, names and addresses of the members of the Management Board and the manner of representing the

6) the names and names of the members of the supervisory board or the review commission, if the law or company agreement requires the establishment of a supervisory board or a review commission;

7) if the members contribute to the company in kind contributions-the selection of the circumstances;

8) the duration of the company, if it is marked;

9) if the contract indicates a letter intended for the company's advertisements-the designation of that letter.

§ 2. The application to the court of a single person company should also include the name and first name of the company (the name) and the registered office and address of the sole partner, and also mention that he is the sole partner of the company.

§ 3. The provision of § 2 shall apply mutatis mutandis in the event of the acquisition by a single shareholder of all the shares after the registration of the company.

Article 167. [ Ticket Items] § 1. The company shall be accompanied by:

1) contract of the company;

2) a statement of all the members of the Management Board that the contributions have been brought in full by all accomplices,

3) if the appointment of the members of the bodies of the company does not constitute a notarial deed containing the contract of the company, proof of their establishment, detailing the personal composition.

§ 2. At the same time, the notification must be made by all members of the Management Board a list of the members with the name and/or company (name) and the number and nominal value of each of them.

§ 3. The addresses of the members of the Management Board shall be attached to the notification of the company and of changes in its personal composition, as well as in the case of any change of address. Until the address of the address change is filed, the address reported in the register shall be the address for which service is effected for the member of the Management Board.

§ 4. The provisions of paragraphs 1 to 3 shall not apply to the application of the company to which the contract is concluded using the contract pattern. The notification of this company shall be accompanied by, on the forms made available in the ICT system:

1) a company contract with an electronic signature;

2) a list of accomplices with the name and the company's name or company (name) and the number and nominal value of the shares of each of them, bearing by all the members of the Management Board electronic signature;

3) statement of all the members of the Management Board bearing the electronic signature that the cash contributions to cover the share capital have been made by all accomplices in full, if the contributions were made at the latest at the time of notification companies.

§ 5. The Management Board of the company referred to in § 4 shall, within seven days from the date of its entry in the register, submit to the registry court:

1) a statement by all the members of the Management Board that the cash contributions to cover the share capital were made by all accomplices in full, if such a statement was not attached to the company's filing;

2) (repealed).

Article 168. [ Reporting Changes] Any changes to the data referred to in Article 166 § 1 and § 2 the Management Board should report to the registry court for registration or disclosure in the register file.

Article 169. [ Termination of the company agreement] § 1. If the association of the company has not been notified to the registry court within six months of the date of conclusion of the company's contract or if the order of the court refusing to register has become final, the company's contract shall be terminated.

§ 2. In the case of a company whose contract has been concluded with the use of a contract pattern, the term referred to in § 1 shall be 7 days.

Article 170. [ Liquidation of the company] § 1. If the companies were not submitted to the register court within the time limit laid down in the Article 169 or the order of the court refusing registration has become final, and the company in the organization is not able to make the return of all contributions immediately or to cover fully the claims of third parties without delay, the Management Board will liquidate. If the company in the organisation has no management, the shareholders ' meeting or the court of registry shall establish the liquidator or liquidators.

§ 2. The liquidation of the company in the organization shall apply mutatis mutandis to the liquidation of the company.

§ 3. The liquidators will announce the opening of liquidation once, urging creditors to report their claims within one month of the announcement.

§ 4. The company in the organisation shall be dissolved as from the date of approval by the Assembly of Shareholders of the liquidation report

§ 5. The registration cases connected with the liquidation of the company in the organization belong to the registered court competent due to the company's registered office.

Article 171. (repealed).

Article 172. [ Removal of deficiencies] § 1. If, after registration of the company, shortcomings in failure to comply with the provisions of the law have been identified, the register court, ex officio or at the request of the persons having legal interest, shall invite the company to remedy the deficiencies and shall set a time limit for that purpose.

§ 2. If the company does not make the request referred to in § 1, the registry court may impose fines according to the rules specified in the provisions of the National Court Register.

Article 173. [ Form of a joint statement] § 1. Where all the shares of the company are granted to the sole partner or to the sole partner and to the company, the declaration of the will of such an accomplice to the company shall be subject to the written form under the action of invalidity, unless otherwise provided by the law.

§ 2. (repealed).

§ 3. (repealed).

Chapter 2

Rights and obligations of accomplices

Article 174. [ Rights and obligations of accomplices] § 1. If the Act or the Company's contract does not provide otherwise, the associates shall have equal rights and obligations in the company.

§ 2. If the company's contract provides for shares with specific powers, those powers should be specified in the contract specified (preferred shares).

§ 3. In particular, preference may be given to voting rights, the right to a dividend, or the manner in which the property is to be distributed in the event of liquidation of the company. Only shares of an equal nominal value may be favoured in the exercise of voting rights.

§ 4. More than three votes per share shall not be conferred on the right to vote. A preference for dividends must not be affected by the provisions of Article 4. 196.

§ 5. The contract of a company may make the granting of specific rights conditional upon the fulfilment of additional benefits to the company, the expiry of the term or the destruction of the condition.

§ 6. The shares or the rights to profit in the company shall not be exposed to bearer documents, as well as registered documents or on behalf of the company.

Article 175. [ Alignment of cartridges] § 1. If the value of the non-cash contributions was significantly overvalued in relation to their marketable value at the date of conclusion of the contract of the company, the partner who contributed such contribution and the members of the Management Board who, knowing this, reported the company to the register, obliged to shall be jointly and severally compensating for the missing value of the company.

§ 2. From the obligation laid down in § 1, the partner and the members of the Management Board may not be released.

Article 176. [ Non-cash benefits] § 1. If the partner is to be obliged to repeat benefits in kind, the type and scope of such benefits should be determined in the company contract.

§ 2. The remuneration of an accomplice for such benefits to the company shall be paid by the company also in the event that the financial statements show no profit. That remuneration may not exceed the prices or rates accepted in the market.

§ 3. In the case referred to in paragraph 1, the divestment of a share, part or fractional part of the participation, or a burden on participation, may take place only with the agreement of the company referred to in Article 1. 182, unless otherwise provided by the company agreement.

Article 177. [ Fees] § 1. The contract of the company may oblige partners to pay within the limits of the amount determined in relation to their participation.

§ 2. The fees should be imposed and paid by accomplices equally in relation to their shares.

Article 178. [ Height and terms of aid] § 1. The amount and time limits of the aid shall be determined, where necessary, by the resolution of the shareholders. Where the contract of a company does not provide otherwise, the provisions of Article 2 and of Article 2 shall apply to the aid. 179.

§ 2. If the partner has not paid the surcharge within the prescribed period, it shall be obliged to pay the statutory interest for the delay; the company may also request compensation for damage resulting from the delay.

Article 179. [ Reimbursement of aid] § 1. The aid may be reimbursed to the shareholders if they are not required to cover the loss shown in the financial statements.

§ 2. The refund may take place after the month from the date of the announcement of the intended return in the letter intended for the company's announcements.

§ 3. The reimbursement should be made equally to all accomplices.

§ 4. The aid returned shall not be taken into account for the request for new aid.

Article 180. [ Shareholding] § 1. The disposal of the share, its part or fractional part of the participation and its consideration shall be made in writing with the signed notarized signatures.

§ 2. [ 9] In the case of a company whose contract has been concluded with the use of a pattern of contract, the disposal by the shareholder of the shares is also possible with the use of a pattern made available in the ICT system. The declarations by the vendor and the purchaser shall be accompanied by a secure electronic signature verified by a valid qualified certificate or by a signed signed certificate of the ePUAP trusted identity.

Article 181. [ Contributions part] § 1. If, according to the agreement of the company, a partner may have only one share, the company agreement may allow the divestment of the share.

§ 2. No shares of less than 50 zlotys may be incurred as a result of the split

Article 182. [ Limitations of divestment] § 1. The divestiture of a stake, its part or a fractional part of the participation and the pledge of the participation of the company may be subject to the agreement of the company or otherwise be limited.

§ 2. If the divestment is subject to the consent of the company, the provisions of § 3-5 shall apply, unless otherwise provided by the company agreement.

§ 3. Consent shall be given in writing to the Management Board. Where the consent has been refused, the court of registry may allow the divestment if there are valid reasons.

§ 4. In the case referred to in § 3, the company may, within the time limit set by the register court, present another purchaser. In the absence of an agreement, the purchase price and the time limit for payment shall be fixed by the court of registry upon the request of the partner or company, after having obtained, where necessary, the expert's opinion.

§ 5. Where the person designated by the company has not paid the purchase price within the prescribed period, the partner may dispose freely of his participation, part or fraction thereof, unless he/she has not accepted the offer to pay.

Article 183. [ Privileges of the heirs of the accomplice] § 1. The company agreement may limit or exclude the joining of the heirs to the place of the deceased accomplice. In this case, the company's contract should specify the conditions for repayment of the heirs not on the company, under the rigorous of the ineffectiveness of the restriction or exemption.

§ 2. The company's agreement may exclude or in a certain way limit the distribution of the shares between the heirs in the event that the deceased partner had more than one share.

§ 3. If, according to the agreement of the company, the partner may have had only one share, the share may be divided between the heirs, unless the contract of the company excludes or limits, in a certain manner, the distribution of that share between the heirs. A share of less than 50 zlotys may not arise as a result of the

Article 183 1 . [ Restriction of entering into a spouse's company] The contract of a company may limit or exclude the joining of the company's spouse in the event that the participation or shares are covered by the matrimonial property.

Article 184. [ Participation representative of participation] § 1. The participation or participation shares shall be carried out by the joint representative in the company; for the benefits of participation, they shall be jointly and severally liable.

§ 2. If the co-authors did not indicate a joint representative, the company's statements may be made against any one of them.

Article 185. [ Contribution sales] § 1. If, by way of execution, the sale of a stake is to be carried out, the sale of which is to be made conditional on the company's consent or otherwise restricts, the company shall have the right to present the person who will participate in the price to be determined by the court of registry after consultation, in the measure of need, expert opinion.

§ 2. In the case referred to in § 1, the company should, within two weeks of the date of notification by the registration court of the sales order, make a request for a valuation of the participation in this mode of valuation.

§ 3. If, within the period specified in § 2, the company does not request a valuation of the participation, or if, within two weeks of the date of notification of the company, the person designated by the company has not paid the court to the judiciary, the established price, the shares will be sold in the mode provided for in the enforcement regulations.

§ 4. The provisions of paragraphs 1 to 3 shall apply mutatis mutandis to the divestment of part of the share or fractional part of the participation.

Article 186. [ Buyer's ownership] § 1. In the event of a divestiture of the share or part thereof, the buyer shall be liable to the company jointly and severally with the seller for the unfulfilled benefits owed to the company from the divestiture of the share or the part of the That provision shall also apply to the disposal of a fractional part of the share.

§ 2. Claims of the company to the vendor for the benefits referred to in § 1 shall expire on the expiry of a period of three years from the date on which the company was notified to the disposal of the share, its part or fractional part of the share.

Article 187. [ Transition participation, pledge, use] § 1. The transfer of a share, part or fractional part of a share to another person, and the establishment of a pledge or use of interest shall be notified to the company by providing evidence of the passage or establishment of the pledge or the use of the pledge or use. The passage of a share, part or fractional part of the participation and the establishment of a pledge or use shall be effective against the company from the time when the company receives from one of the interested parties a notification thereof, together with evidence of the action.

§ 2. The company's contract may provide that the pledger or user of the participation may exercise the right to vote.

Article 188. [ Book of shares] § 1. The Management Board is obliged to hold a book of shares to which the name and name of the company (name) and of the registered office of each partner is to be entered, the address, number and nominal value of its shares and the establishment of a pledge or use and exercise of the right the vote by the pledge or the user, as well as any changes to the members of the shareholders and their respective shares.

§ 2. Each partner may review the book of shares.

§ 3. After each entry, the Management Board shall submit to the register court a new list of members signed by all members of the Management Board with a listing of the number and nominal value of each of them and a reference to the establishment of the pledge or use of the share.

§ 4. [ 10] If the amendment of accomplices takes place on the basis of the agreement referred to in Article 180 § 2, or is the effect of a resolution taken with the use of a resolution pattern made available in the ICT system, the list of accomplices should be drawn up using the pattern provided in the ICT system and bearing a secure electronic signature that is verified by a valid qualified certificate or signed with a confirmed ePUAP trusted profile.

Article 189. [ Reimbursement of shares in the course of the company] § 1. During the course of the company, the members of the company shall not be returned to the members of the contributed contributions as a whole or in part, unless otherwise provided in the provisions of this chapter.

§ 2. The partners may not receive from any title any payment from the property of the company needed to fully cover the share capital.

Article 190. [ Interest on contributed contributions] No interest shall be collected on the partner from the contributions paid, as well as on the shares held.

Article 191. [ Contribution to profit] § 1. The partner shall have the right to participate in the profit resulting from the annual accounts and intended for the distribution of the resolution of the shareholders ' meeting, taking into account the provision of art. 195 § 1.

§ 2. The company's contract may provide for a different manner of distribution of profit, taking into account the provisions of art. 192-197.

§ 3. If the company's contract does not provide otherwise, the profit attributable to the shareholders shall be divided in relation to the shares.

§ 4. Where the costs of development eligible as assets of the company have not been completely written off, a profit distribution corresponding to the equivalent amount of the amount of the unwritten development costs cannot be made, unless the amount of the capital is allocated to the The reserve and spare capacity available for distribution and profits for the preceding years shall be at least equal to the amount of the non-written costs.

Article 192. [ Height of the amounts to be allocated] The amount allocated to the division between the members may not exceed the profit for the last financial year, plus the undivided profits of the preceding years and the amounts transferred from the profit and reserves created from the profit which may be the result of the to be split. This amount should be reduced by the uncovered losses, own shares and amounts which, in accordance with the law or the company's contract, should be transferred from the profit for the last financial year to the reserves of the reserve or reserve.

Article 193. [ Dividend] § 1. The shareholders who have been entitled to a dividend for a given financial year shall be the members of which the shares are entitled on the date of the decision on the distribution of the profit.

§ 2. The company's contract may entitle the shareholders ' meeting to specify the date on which the list of shareholders entitled to the dividend for a given financial year (dividend day) is established.

§ 3. The dividend day shall be determined within two months from the date of the adoption of the resolution referred to in Article 191 § 1.

§ 4. The dividend shall be paid on the date specified in the shareholders ' resolution. If the resolution of the members of such a day does not specify, the dividend shall be paid on the date specified by the Management Board.

Article 194. [ Dividend Advance] The contract of a company may authorise the Management Board to pay the members an advance on the expected dividend for the financial year, if the company has sufficient funds for payment.

Article 195. [ Height of the advance on dividends] § 1. The Company may pay an advance on the projected dividend if its approved financial statements for the previous financial year show a profit. The advance may amount to a maximum of half of the profit achieved from the end of the previous financial year, plus the reserves created from the profit that the management board may have for the payment of the advances, and less uncovered losses, and Own shares.

§ 2. In advance of the expected dividend, the provision of the Article shall not apply. 197.

Article 196. [ Privileged share] A preferential dividend may be granted for the benefit of a preferential dividend, which shall exceed no more than half the dividend allocated to the non-preferential shares (preferential dividends). The dividend-favoured shares do not take precedence over the other shares, unless otherwise provided for in the company's contract.

Article 197. [ Dividend outstanding] If the company's contract grants the right to a preferential dividend not paid in previous years, it should specify the highest number of years for which dividends can be paid out of profit in the following years; this period shall not exceed five years.

Article 198. [ Reimbursement of undue payment by an accomplice] § 1. A partner who, contrary to the law or the provisions of the company's contract, has received the payout (consignee), shall be obliged to return it. The members of the bodies of the company who are responsible for such payment shall be responsible for the return of the company to the company in solidarity with the recipient.

§ 2. If the reimbursement of the payout cannot be obtained from the recipient as well as from the persons responsible for payment, for the loss in the company's assets, which is required to fully cover the share capital, correspond to the shareholders in relation to their shares. The amounts which cannot be collected from individual members shall be allocated among the other shareholders in respect of the shares.

§ 3. They shall not be liable to be exempt from the liability referred to in § 1 and § 2.

§ 4. The claims referred to in § 1 and § 2 shall expire on the expiry of a period of three years from the date of payment, except for claims against the consignee who knew of the unlawfulness of the payment received.

Article 199. [ Cancellation of participation] § 1. The participation may be remitted only after the registration of the company in the Register and only if the company's contract is such that it constitutes. The participation may be waived with the consent of the partner either by way of acquisition of the participation by the company (voluntary remission) or without the consent of the accomplice (forced redemption). The conditions and the procedure for compulsory redemption shall be determined by the contract of the company.

§ 2. The withdrawal of the participation requires a resolution of the shareholders ' meeting, which should specify in particular the legal basis for the write-off and the amount of the remuneration of the shareholder for the ummed participation. This remuneration shall, in the case of compulsory write-offs, not be lower than the value per share of the net assets shown in the financial statements for the last financial year, less the amount allocated to the division between the members. In the event of a compulsory redemption, the resolution should also include a statement of reasons.

§ 3. With the agreement of the partner, the redemption of the share may take place without remuneration.

§ 4. The company's contract may stipulate that the participation shall be remitted in the event of the destruction of a particular event without the resolution of the congregation of shareholders. The provisions on forced redemption shall then apply.

§ 5. In the event of the fulfilment of the event referred to in § 4 in the company's contract, the Management Board should immediately pass a resolution on the reduction of the share capital, unless the redemption of the share is made of pure profit.

§ 6. The write-off of a pure profit does not require a reduction in the share capital.

§ 7. In the event of a waiver requiring a reduction in the share capital, the write-off takes place at the time of the reduction in the share capital.

Article 200. [ Prohibition of acquisitions of own shares] § 1. The Company may not include or acquire or accept in a pledge of its own shares. This prohibition shall also apply to the holding or acquisition of shares or the pledge of shares in a pledge by a company or a subsidiary of a subsidiary. The exception shall be the acquisition by execution to satisfy the claims of the company which cannot be satisfied from another shareholder's property, the acquisition for the redemption of the shares and the acquisition or acquisition of the shares in other cases provided for by the Act.

§ 2. If the shares, acquired by execution pursuant to § 1, are not sold within a year from the date of acquisition, they should be waived in accordance with the provisions concerning the reduction of the share capital, unless the company was created, in order to write down the shares, special reserve capital.

§ 3. The own shares must be entered in the balance sheet of a separate asset item.

§ 4. The provisions of paragraphs 1 to 3 shall apply mutatis mutandis to the part of the share and the fractional part of the participation.

Chapter 3

Company organs

Division 1

Management Board

Article 201. [ Company's Management Board] § 1. The Management Board shall carry out the company's affairs and represent

§ 2. The Management Board shall consist of one or more members.

§ 3. The directors may be appointed persons from among or outside the members of the Board.

§ 4. A member of the Management Board shall be appointed and dismissed by the resolution of the members of the Board, unless otherwise provided by the contract of the company.

Article 202. [ Mandate of the Management Board Member] § 1. If the company's contract does not provide otherwise, the mandate of the member of the Management Board shall expire on the day of the meeting of the shareholders ' meeting of the financial statements for the first full year of the financial performance of the member

§ 2. In the event of the appointment of a member of the Management Board for a period of more than a year, the mandate of the Management Board member shall expire on the day of the meeting of the shareholders ' meeting, approving the financial report for the last full financial year of the function of the Management Board companies in other words.

§ 3. If the Company's contract provides that the members of the Management Board are appointed for the term of the joint term of office, the mandate of the member of the Management Board appointed before the expiry of the given term of office of the Management Board expires simultaneously with the expiry of the mandates of the other companies in other words.

§ 4. The term of office of a member of the Management Board shall also be terminated by the death, resignation or

§ 5. The provisions on termination of the order by the transferor shall apply mutatis mutandis to the resignation of a member of the Management Board

Article 203. [ Reference Member of the Management Board] § 1. A member of the Executive Board may at any time be revoked by a resolution of the partners. It shall not deprive him of any claim from employment or any other legal relationship relating to the performance of a member of the Management Board.

§ 2. The company's contract may contain other provisions, in particular restrict the right of appeal of a member of the Management Board for valid reasons.

§ 3. The revoked member of the Management Board shall be entitled and obliged to provide explanations in the course of preparation of the Management Board's report on the activities of the company and the financial statements, covering the period of the Management Board member's term of office, and to participate in the assembly of accomplices approving the reports referred to in Article 231 § 2 point 1, unless the act of appeal provides otherwise.

Article 204. [ Scope of representation of the company by the Management Board] § 1. The right of a member of the Management Board to pursue the affairs of the company and its representation shall concern all judicial and out-of-court companies.

§ 2. The rights of a member of the Management Board to represent a company cannot be limited with legal effect to third parties.

Article 205. [ Form of statements made on behalf of the company] § 1. If the management board is multiplayer, the way of representation determines the company agreement. If the company agreement does not contain any provisions on this subject, two members of the management board or one member of the management board, including the public prosecutor, shall be required to make statements on behalf of the company.

§ 2. The certificates to the company and the service of letters to the company may be made to a single member of the management board or prosecutor.

§ 3. The provisions of § 1 and § 2 shall not exclude the establishment of a single or a total procurator and shall not restrict the rights of public prosecutors under the provisions of the procur.

Article 206. [ Members of the Company's letters and orders] § 1. The writings and commercial orders placed by the company in paper and electronic form, as well as information on the company's websites, should include:

1) the company's company, its registered office and address;

2) the designation of the registry court in which the documentation of the company is kept and the number under which the company is entered in the register;

3) tax identification number (NIP);

4) the amount of the share capital, and for the company whose contract was concluded with the use of the pattern of the contract, until the cover of the share capital, also information that the required contributions to the share capital have not been brought.

§ 2. (repealed).

§ 3. The provision of § 1 shall apply mutatis mutandis to a branch of a limited liability company established abroad.

Article 207. [ Restrictions on the members of the Management Board] In the case of a company, the members of the management board shall be subject to the restrictions laid down in this chapter in the company agreement and, if the company agreement does not provide otherwise, in the resolutions of the shareholders.

Article 208. [ Board Member Privileges] § 1. If the Management Board is multi-member and the company agreement does not provide otherwise, the provisions of § 2-8 shall apply to the mutual relations of the members of the Management Board.

§ 2. Each member of the Management Board shall have the right and the obligation to conduct the affairs

§ 3. Each member of the Management Board may carry out without prior resolution of the Management Board of the case not exceeding the scope of ordinary activities of the company

§ 4. If, however, prior to the examination referred to in paragraph 3, one of the other members of the Management Board opposes its conduct, or if the matter exceeds the scope of ordinary activities of the company, a prior decision of the Management Board shall be required.

§ 5. Decisions of the Management Board may be taken if all the members have been duly notified of the meeting of the Management Board. The resolutions of the Management Board shall be decided by an absolute majority.

§ 6. The appointment of a prosecutor requires the approval of all members of the

§ 7. I can cancel the D.A., maybe any board member.

§ 8. The company agreement may provide that, in the event of equality of votes, the President of the Management Board decides, as well as grant him certain powers in relation to the management of the Management Board.

§ 9. In a company whose contract has been concluded with the use of a contract pattern, a resolution on the establishment of a procuring system may take place using a resolution pattern provided in the ICT system. In such a case, the application for entry in the register shall be submitted via a computerised system.

§ 10. The resolution referred to in § 9 shall bear the secure electronic signatures verified by means of valid qualified certificates or by signatures of a validated ePUAP trusted profile and shall be equivalent to the written form of the resolution.

§ 11. [ 11] On the basis of the rules laid down in § 9 and 10, a resolution may also be adopted to change the company's address.

Article 209. [ Contradiction of the Company's interests with the interests of the Management Board Member] In the event of a conflict of interests of a company with the interests of a member of the management board, his spouse, relatives and obligations to the other, and persons with whom he is personally affiliated, the member of the management board should refrain from taking part in the decision of such cases and may request that the minutes be checked.

Article 210. [ Entities representing the company vis-vis the board member] § 1. In the contract between the company and a member of the management board and in the dispute with it, the company represents the supervisory board or a proxy appointed by the resolution of the shareholders ' meeting.

§ 1 1 . Resolutions of the appointment of a proxy referred to in § 1, appointed to conclude with a member of the Management Board of the contract of the company to be concluded with the use of the contract pattern, may be made using the pattern provided by the system IT.

§ 2. Where the accomplice referred to in Article 173 § 1, at the same time, is the only member of the Board, the provision of § 1 does not apply. The legal action between that partner and the company represented by him requires the form of a notarial deed. Whenever such a legal action is carried out, the notary shall notify the court of registry by sending a copy of the notarial deed.

§ 3. The requirement to maintain the form of a notarial deed referred to in § 2 shall not apply to a legal act carried out using a pattern made available in the IT system.

Article 211. [ Prohibition of competition] § 1. A member of the Management Board may not, without the consent of the company, deal with competitive interests or participate in a competitive company as a partner in a civil partnership, a personal partnership or as a member of a body of a capital company or participate in another competitive legal person as a member of the body. This prohibition shall also include participation in a competitive capital company in the event that a member of the management board holds at least 10% of the shares or shares of that company or the right to appoint at least one member of the management board.

§ 2. If the company agreement does not provide otherwise, the consent shall be granted by the authority empowered to appoint the Management Board.

Division 2

Supervision

Article 212. [ Control privileges] § 1. The right of control shall serve each partner. To this end, an associate or a partner with an authorised person may at any time review the company's books and documents, draw up a balance sheet for its use or request explanations from the management board.

§ 2. The Executive Board may refuse to clarify and make available to the accounts and documents of the company, where there is a legitimate concern that the partner will use it for purposes contrary to the interests of the company and thereby inflict material damage to the company.

§ 3. In the case referred to in § 2, the partner may request the resolution of the case by the resolution of the partners. The resolution should be taken within one month from the date of notification of the request.

§ 4. An associate who has been refused explanations or insight into the documents or books of the company may request the registry court to provide an obligation for the management board to provide explanations or to make available to the documents or books of the company the documents or books. The application must be submitted within seven days from the date of receipt of the notice of resolution or on the expiry of the time limit referred to in § 3, in the event of failure to take up the resolution of the partners within that time limit.

Article 213. [ Appointment of a supervisory board or a review board] § 1. The company agreement may establish a supervisory board or a review board or both.

§ 2. In companies where the share capital exceeds the amount of PLN 500 000, and the shareholders are more than twenty-five, a supervisory board or a review board should be established.

§ 3. In the event of the establishment of a supervisory board or a review committee, the company agreement may exclude or limit the individual control of the shareholders.

Article 214. [ Prohibition of mergers] § 1. A member of the management board, the public prosecutor, the liquidator, the head of the branch or the establishment and the accountant's chief accountant, legal adviser or lawyer shall not be a member of the supervisory board or of the review board at the same time.

§ 2. Paragraph 1 shall also apply to other persons who are directly subject to a member of the Executive Board or to the liquidator.

§ 3. The provision of § 1 shall apply mutatis mutandis to the members of the management board and liquidators of the company or of the subsidiary.

Article 215. [ Composition of the Supervisory Board] § 1. The Supervisory Board shall consist of at least three members appointed and dismissed by the resolution of the members of the Board.

§ 2. The company's contract may provide for another way of appointing or cancelling the members of the supervisory board.

Article 216. [ Member of the Supervisory Board] § 1. The members of the Supervisory Board shall be appointed for one year if the company's contract does not provide otherwise.

§ 2. The decision of the members of the supervisory board may be cancelled at any time.

Article 217. [ Composition of the review commissions] The review committee shall be made up of at least three members, appointed and cancelled under the same rules as the members of the supervisory board.

Article 218. [ Member Mandates on the Supervisory Board and the Review Board] § 1. Unless otherwise provided by the company agreement, the mandates of the members of the supervisory board and the audit committee shall expire on the day of the meeting of the shareholders ' meeting approving the financial statements for the first full financial year of the member's duties.

§ 2. In the event of the appointment of the members of the supervisory board and of the audit committee for more than one year, their mandates shall expire on the day of the meeting of the members of the congregation approving the financial statements for the last full year of the performance of the function.

§ 3. The provisions of Article 4 202 § 3-5 shall apply mutatis mutandis.

Article 219. [ Powers of the Supervisory Board] § 1. The Supervisory Board shall exercise constant supervision over the company's activities in all areas of its activities.

§ 2. The Supervisory Board shall not have the right to issue orders binding on the management of the company's affairs to the Management Board.

§ 3. The specific responsibilities of the Supervisory Board should be assessed on the basis of the reports referred to in Article 4. 231 § 2 point 1, in terms of their compliance with the books and documents as well as the facts, and the conclusions of the Management Board concerning the distribution of the profit or the coverage of the loss, as well as the submission of the shareholders ' meeting of the annual written report of the results of the ratings.

§ 4. In order to carry out its duties, the Supervisory Board may examine all documents of the company, request from the Management Board and employees of the reports and explanations and to review the assets of the company.

§ 5. Any member of the Supervisory Board may exercise the right of supervision on its own, unless otherwise provided by the company's contract.

Article 220. [ Extension of supervisory board powers] The Company's contract may extend the powers of the supervisory board, and in particular provide that the Management Board is required to obtain the approval of the Supervisory Board prior to the making of the activities covered by the contract of the company, and to delegate the supervisory board to the right of suspension in tasks, for important reasons, individual or all members of the management board.

Article 221. [ Competence of review commissions] § 1. The responsibilities of the audit committee shall be the subject of the assessment of the reports referred to in Article 4. 231 § 2 point 1, and requests from the Management Board concerning the distribution of profit or coverage of the loss, as well as the assembling of the shareholders ' meeting of the annual written report on the results of that assessment, in the mode and to the extent specified for the exercise of these activities by the Board supervisor.

§ 2. In a company without a supervisory board, the company agreement may extend the duties of the review board.

Article 222. [ Resolutions of the Supervisory Board] § 1. The Board of Supervisors shall adopt resolutions if at least half of its members are present at the meeting and all members of the Supervisory Board are invited. The company agreement may provide for stricter requirements for the quorum of the Supervisory Board.

§ 2. Minutes shall be drawn from the meeting of the Supervisory Board.

§ 3. The Company's contract may provide that the members of the supervisory board may take part in the decision of the Supervisory Board, giving their vote in writing through another member of the Supervisory Board. The voting in writing may not relate to cases entered on the agenda at the meeting of the supervisory board.

§ 4. Decisions taken by the supervisory board in writing or using means of direct distance communication shall be admissible only if the contract of the company so provides. The resolution is important when all the members of the supervisory board have been notified about the content of the draft resolution.

§ 5. Taking resolutions in accordance with the procedure laid down in § 3 and § 4 does not concern the election of the Chairperson and the Vice-Chairman of the Supervisory Board, appointment of a member of the Management Board and the appeal and suspension in the activities of those persons.

§ 6. The Congregation may adopt the rules of procedure of the Supervisory Board, setting out its organisation and the manner in which it is acting. The Assembly of Shareholders may authorise the Supervisory Board to enact its Rules of Procedure.

§ 7. The provisions of paragraphs 1 to 6 shall apply mutatis mutandis to the review committee.

Article 223. [ Auditor's expert] A registration court, at the request of an associate or an associate representing at least one tenth of the share capital, may, after having called upon the Management Board to make a statement, appoint an entity entitled to audit financial statements for examination accounting and the company's activities.

Article 224. [ Auditor's powers] The members of the company's bodies are obliged to provide the auditor with the requested explanations and allow him to review the books and documents of the company, to examine the condition of the register and to probe the company's assets and liabilities, and to provide the necessary explanations. For this purpose, the aid is needed.

Article 225. [ Auditor's report] The statutory auditor shall submit his report to the registration court, which shall send a copy of the auditor's request to investigate the accounts and the activities of the company, the management board and the supervisory board or the audit committee. This report should be read in its entirety at the nearest meeting of accomplices.

Article 226. [ Remuneration of the statutory auditor] § 1. The remuneration of the statutory auditor shall be determined by the court of registry.

§ 2. The costs of auditing the accounts and the activities of the company are requested.

§ 3. If the examination referred to in paragraph 2 shows that there is an abuse, an adverse effect on a company or a serious breach of the law or of the company's contract, the request for that examination shall be entitled to require the company to reimbursing the costs of the examination carried out.

Division 3

The Assembly of Shareholders

Article 227. [ Assembly of partners] § 1. Resolutions of accomplices shall be taken at the assembly of accomplices.

§ 2. Without the assembly of accomplices, the resolutions may be adopted if all the members agree in writing to the order to be taken, or to vote in writing.

Article 228. [ Requiring members ' resolutions] Resolutions of accomplices, in addition to other matters listed in this chapter or a company contract, shall require:

1) the examination and approval of the Management Board's report on the company's activities, the financial statements for the previous financial year, and the granting of discharge to the members of the Company's bodies in the performance of their duties;

(2) an order relating to claims to make good the damage caused by the company or the management or supervision of the company;

3) the divestment and leasing of the company or its organised part and the establishment of a limited legal right on them;

4) acquisition and disposal of immovable property, perpetual usualment or participation in real estate, if the company's contract does not provide otherwise;

5. reimbursement of payments;

6) conclusion of the contract referred to in art. 7.

Article 229. [ Real Estate Acquisition Agreement] The contract for the acquisition of a real estate company or a share in real estate or fixed assets for a price exceeding a quarter of the share capital, however, not lower than 50 000 zlotys, concluded before the expiry of two years from the date of registration of the company, require the resolutions of the partners, unless the agreement was provided for in the company's contract.

Article 230. [ Validity of the regulation] The law or the incurring of an obligation to provide a value twice the amount of the share capital shall be subject to the resolution of the partners, unless otherwise provided by the contract of the company. Article Article § 17 § 1 does not apply.

Article 231. [ Ordinary meeting of accomplices] § 1. The ordinary meeting of accomplices shall be held within six months of the end of each financial year.

§ 2. The subject of the ordinary meeting of accomplices should be:

1) the consideration and approval of the Management Board's report on the activities of the company and the financial statements for the previous financial year;

(2) the resolution of the resolution on the distribution of profit or loss of loss if, in accordance with Article 3 (1) of the EC 191 § 2 of these cases have not been excluded from the powers of the Assembly of Shareers;

3. grant discharge to the members of the bodies of the company in respect of their duties.

§ 3. Article 2 (3) applies to all persons who have been members of the management board, the supervisory board or the review board of the company in the last financial year. The members of the bodies of the company whose mandates have expired before the date of the meeting of accomplices shall have the right to participate in the assembly, review the report of the management board and the financial statements together with the write-down of the supervisory board or audit committee's report and the auditor and submit their views in writing to them. A request for the exercise of those powers should be submitted to the Management Board in writing at the latest one week before the meeting of the members.

§ 4. In the cases referred to in § 2 and § 3, the written vote shall be excluded.

§ 5. The subject of an ordinary meeting of shareholders may also be the consideration and approval of a financial statement of a group within the meaning of the accounting regulations and other matters than those mentioned in § 2.

§ 6. For the financial year in which the activity of the company has been suspended at all times and there has been no closure of the accounts at the end of that financial year, the ordinary meeting of shareholders may not be held on the basis of a resolution of the shareholders. In such a case, the deliberations of the next ordinary meeting of the shareholders shall also be the cases referred to in paragraph 2 concerning the financial year in which the company's activities were suspended.

Article 232. [ Extraordinary General Meeting] An extraordinary meeting of accomplices shall be convened in the cases referred to in this chapter or the company's agreement, and when the authorities or persons entitled to convene the assembly consider it advisable.

Article 233. [ Management Board Balance] § 1. If the balance sheet drawn up by the Management Board shows a loss in excess of the sum of the reserves and reserves and half of the share capital, the Management Board is obliged to convene a meeting of shareholders without delay in order to take a resolution on the continuation of the existence of the company

§ 2. The provision of § 1 shall apply mutatis mutandis where the balance sheet of the company has been drawn up in accordance with the provisions of Article 1. 223-225.

Article 234. [ Place of assembly of accomplices] § 1. Shareholders ' meetings shall take place at the company's registered office, if the company agreement does not indicate another place in the territory of the Republic of Poland.

§ 2. The shareholders ' assembly may take place also in another place on the territory of the Republic of Poland if all the members agree to this in writing.

Article 235. [ Privilege to convene a congregation] § 1. The Assembly shall be convened by the Management Board.

§ 2. The Supervisory Board, as well as the Review Board, shall have the right to convene an ordinary meeting of accomplices, if the Management Board fails to convene it within the period specified in this Chapter or in the Company's contract, and an extraordinary general meeting of shareholders, if the convening shall be deemed appropriate and the Management Board shall not convene a meeting of shareholders within two weeks from the date of notification of the relevant request by the supervisory board or the review board.

§ 3. The Company's contract may grant the entitlement referred to in § 2, also to other persons.

Article 236. [ Permission to convene an extraordinary assembly] § 1. A partner or joint member representing at least one tenth of the share capital may request the convening of an extraordinary meeting of accomplices, as well as the placement of specific cases on the agenda of the nearest meeting of accomplices. Such a request shall be made in writing to the Management Board at the latest one month before the proposed date of the meeting of the members.

§ 2. The company's agreement may grant the powers referred to in § 1 to shareholders representing less than one tenth of the share capital.

Article 237. [ The order of the registry court to convene an extraordinary assembly] § 1. If within two weeks of the day of submission of the request to the Management Board an extraordinary meeting of accomplices will not be convened, the registry court may, after requesting the Management Board to make a statement, authorize to convene an extraordinary meeting accomplices with this request. The Tribunal shall designate the President of that assembly

§ 2. The assembly referred to in § 1 shall adopt a resolution, whether the costs of convening and holding the congregation are to be borne by the company.

§ 3. In the notices for the convening of an extraordinary general meeting referred to in paragraph 1, the order of the court of registry shall be appointed.

Article 238. [ Form of convening accomplices of shareholders] § 1. The assembly of accomplices shall be convened by registered letters or consignments of courier mail sent at least two weeks before the date of the meeting of the accomplices. Instead of a registered letter or a courier mail, a notice may be sent to the partner by e-mail, if he has previously expressed his written consent, giving the address to which the notification should be sent.

§ 2. The invitation shall indicate the day, time and place of the meeting of the members and the detailed agenda. In the event of a proposed change to the company's contract, the relevant elements of the proposed amendments should be indicated

Article 239. [ The agenda of the meeting] § 1. No resolution may be taken on matters not covered by the agenda, unless the entire share capital is represented at the assembly, and none of the present capital has objected to the resolution of the resolution.

§ 2. An application for the convening of an extraordinary congregation of shareholders and requests of a sort order may be enacted, although they were not on the agenda.

Article 240. [ Taking a resolution] Resolutions may be taken in spite of the absence of a formal convening of the shareholders ' meeting if the entire share capital is represented and none of the current members has objected to the holding of the congregation or the bringing of the individual cases to order deliberations.

Article 240 1 . [ Taking a resolution using a resolution pattern] [ 12] § 1. In a company whose contract has been concluded with the use of a contract pattern, the resolutions of the shareholders may be taken using the pattern of the resolution made available in the ICT system. In such a case, the application for entry in the register shall be submitted via a computerised system.

§ 2. The adoption of the resolution referred to in paragraph 1 does not require the formal convening of an assembly of shareholders, but it shall be subject to the exercise of the right to vote by all the members of the general meeting. The right to vote shall be exercised by means of a statement made in the ICT system, bearing a secure electronic signature verified by a valid qualified certificate or by a signature confirmed by a trusted ePUAP profile. When exercising the right to vote, an associate may object to a resolution. The resolution shall be equivalent to that laid down in writing, subject to the provisions of Article 4 (1) (b) of the Regulation. 255 § 4.

§ 3. The resolutions referred to in paragraph 1 shall not apply to the provisions of Article 4 (1). § 2.

§ 4. The provisions of paragraphs 1 to 3 shall apply mutatis mutandis to the resolutions of the other bodies of the company whose contract has been concluded with the use of the standard of contract where they are subject to a transfer to a registered court with a view to filing them in the records.

Article 241. [ Validity of the Assembly] If the provisions of this chapter or a company contract do not provide otherwise, the shareholders ' meeting shall be valid regardless of the number of shares represented on it.

Article 242. [ Breakdown of the members ' votes] § 1. Each share of equal nominal value shall be one vote, unless otherwise provided by the contract of the company.

§ 2. If the company agreement does not provide otherwise, there is one vote for each 10 zlotys of the nominal value of the share of unequal amount.

Article 243. [ Plenipotentiary] § 1. If the Act or the Company's contract does not contain restrictions, the shareholders may participate in the assembly of accomplices and exercise the right to vote by the proxies.

§ 2. Plenipotentiary should be given in writing under the rigorous annulment and attached to the book of protocols.

§ 3. A member of the management board and an employee of the company shall not be proxies at the assembly of shareholders.

§ 4. The provisions for the exercise of voting rights by a proxy shall apply to the exercise of the right to vote by another representative.

Article 244. [ Shareholder's share of the vote] The accomplice shall not be able either in person or by a proxy or as a proxy of another person to vote on his liability towards the company for any title, including discharge, exemption from the undertaking to the company and the dispute between the company and the company.

Article 245. [ Validity of resolutions] Resolutions shall be taken by an absolute majority of votes if the provisions of this chapter or the company's agreement do not provide otherwise.

Article 246. [ Requirement of appropriate number of votes] § 1. Resolutions concerning the amendment of the company's contract, the termination of the company or the divestment of the company or its organised part shall be decided by a two-thirds majority. A resolution on a substantial change in the company's business requires a majority of three-quarters of the votes. The company agreement may establish stricter conditions for the adoption of these resolutions.

§ 2. In the case referred to in art. 233, the absolute majority of votes should suffice to take the resolution of the resolution of the company, unless otherwise provided by the company's agreement.

§ 3. A resolution on the amendment of a company's contract, which increases the benefits of shareholders, or which is depleting participation rights or rights granted in person to individual members, requires the consent of all the members concerned.

Article 247. [ Voting] § 1. The vote shall be public.

§ 2. The secret ballot shall be managed at the elections and on the requests for dismissal of the members of the bodies of the company or liquidators, to hold them accountable, as well as in personal matters. In addition, a secret ballot shall be ordered upon request by one of the members present or represented at the meeting of the members.

§ 3. The Assembly of Shareholders may adopt a resolution to waive the secrecy of the vote in cases concerning the election of a committee appointed by the Assembly of Shareholders.

Article 248. [ Book of Protocols] § 1. The resolutions of the Congregation shall be entered in the Book of Protocols and signed by the present or at least the Chairman and the person drawing up the minutes. If the protocol is drawn up by a notary, the Management Board shall write a copy of the minutes to the protocol

§ 2. The minutes shall determine the correctness of convening the congregation's congregation and its ability to take resolutions, to exchange the resolutions adopted, the number of votes cast for each resolution and the objections raised. The minutes shall be accompanied by a list of attendance with the signatures of the participants of the congregation Evidence of the convocation of a meeting of shareholders should be attached to the Book of Protocols.

§ 3. [ 13] Written resolutions adopted in accordance with art. 227 § 2 Management is entered in the Book of Protocols. Resolutions adopted in accordance with art. 240 1 attached to the book of protocols in the form of printouts of resolutions from the teleinformatic system certified by the signatures of the Management Board.

§ 4. Accomplices can review the minutes of the minutes, and request the release of the writings by the Board of Directors.

Article 249. [ Actionable Resolutions] § 1. The resolution of shareholders who contravene the company's contract or the good customs and the interests of the company or which is intended to hive the partner may be challenged by way of an action brought against the company for the repeal of the resolution.

§ 2. The judgment of the resolution of accomplices does not hold the registration proceedings. The register court may, however, stay the proceedings after the hearing.

Article 250. [ Proceedings for the repeal of the resolutions of the members of the Joint The right to bring an action for the abrosion of the resolutions of the members shall be entitled to:

1. the management board, the supervisory board, the audit committee and the individual members of the Board;

2) a member who voted against the resolution and demanded that the opposition be logged after the resolution;

(3) an associate which is unreasonably unacceptable to the assembly of accomplices;

4) a partner who was not present at the congregation, only in the event of a defective convening of a congregation of accomplices or a postponed resolution in a case not covered by the agenda;

5) in the case of a written vote, a partner who was omitted from the vote or who has not agreed to a written vote or who voted against the resolution and after receiving the news of the resolution within two weeks has raised the objection.

Article 251. [ Deadline for bringing action] An action for the abrogate of the resolutions of the members shall be brought within one month from the date of receipt of the notice of resolution, but no later than six months from the date of the resolution.

Article 252. [ The application for annulment of a resolution] § 1. The persons or bodies of the company referred to in Article 250, there is a right to an action for annulment against the company for annulment of the shareholders ' resolutions contrary to the law. Article Article 189 of the Code of Civil Procedure does not apply.

§ 2. Article Recipe 249 § 2 shall apply mutatis mutandis.

§ 3. The right to bring an action shall expire within six months from the date of receipt of the communication of the resolution, but not later than three years from the date of the resolution.

§ 4. The expiry of the time limits laid down in paragraph 3 does not exclude the possibility of raising the plea of invalidity.

Article 253. [ Representation of the company in the dispute] § 1. In a dispute concerning the repeal or annulment of a resolution of the shareholders of the defendant, the company shall be represented by the Management Board if, by virtue of the resolutions of the accomplices, a proxy has not been established for that purpose.

§ 2. If the Management Board cannot act as a company, and there are no resolutions of accomplices for the establishment of a proxy, the court competent to resolve the action shall appoint the curator of the company.

Article 254. [ Judgment annuls the resolution] § 1. The final judgment annulling the resolution shall have effect in the relations between the company and all the partners and in the relations between the company and the members of the company's bodies.

§ 2. In cases where the validity of the operation of the company is dependent on the resolution of the shareholders ' meeting, the repeal of such a resolution shall have no effect vis-vis third parties acting in good faith.

§ 3. The final judgment shall be notified by the Management Board within seven days to the court of registry.

§ 4. The provisions of paragraphs 1 to 3 shall apply, mutatis mutandis, to a judgment which has been brought to the effect of an action for annulment of a resolution brought pursuant to Article 3 (1) to (3). 252 § 1.

Chapter 4

Amendment of the company agreement

Article 255. [ Change of company agreement] § 1. The amendment of the company agreement requires the resolutions of the partners and the registration.

§ 2. reduction of the share capital in art mode. 199 § 5 requires the resolution of the Management Board and the entry in the Register.

§ 3. The resolutions referred to in paragraphs 1 and 2 shall be entered in a protocol drawn up by the notary.

§ 4. [ 14] The company agreement concluded with the use of the contract pattern can also be changed, as regards the provisions of the contract variables, including also on the amount of the company's capital, using the template of the resolution amending the company's contract with limited the responsibility made available in the ICT system undertaken in accordance with Article 4 (1) of the Directive. 240 1 . Resolutions shall be equivalent to the resolution referred to in § 3.

Article 256. [ Request for Change] § 1. The management of the management board shall be notified to the court of registry.

§ 2. At the same time, the entry for amendment of the contract shall be entered in the register of changes in the data referred to in Article 166, if the data are to be entered.

§ 3. The provisions of the Articles of Association shall apply mutatis mutandis to the registration of the amendment 164 § 3, art. 165, art. 169, art. 171 and Art. 172.

Article 257. [ Increase of share capital] § 1. If the increase in the share capital is not effected under the existing provisions of the company's contract providing for the maximum increase in the share capital and the time limit for the increase, it may only be effected by amending the company's contract.

§ 2. The increase in the share capital shall be effected either by increasing the nominal value of the existing shares or by establishing new shares.

§ 3. If the increase in the share capital takes place on the basis of the existing provisions of the company's contract, while maintaining the requirements laid down in § 1, the statements of the existing shareholders to include new shares shall be subject to written form under the rigorous invalidity. Article 260 (2) shall apply mutatis mutandis.

Article 258. [ Preference for new shares] § 1. If the contract of a company or a resolution on a capital increase does not provide otherwise, the existing shareholders shall have the right of priority to take up new shares in the increased share capital in relation to their existing shares. The right of priority shall be given within one month from the date of the call for its implementation. These calls shall be sent to the members at the same time.

§ 2. The statement of the existing partner of the acquisition of a new share or participation, or the acquisition of an increase in the value of an existing participation or participation, requires the form of a notarial deed.

§ 3. The provisions of § 1 and § 2 shall not apply to the own shares of the company referred to in Article 3. 200.

Article 259. [ Statement of new accomplice] The statement of the new partner should include the accession to the company and the taking of the share or shares of the nominal value. Such declaration shall require the form of a notarial deed.

Article 259 1 . [ Statement in the ICT system] [ 15] Where an increase in the share capital concerns a company whose contract was concluded with the use of a standard contract, and was followed by the application of Article 4 (1) of the 255 § 4, for the statements referred to in art. 258 § 2 and art. 259, the form of a notarial deed shall not be used. The statements require a secure electronic signature with an important qualified certificate or a signed-signed, trusted ePUAP signature on a computer system and a secure electronic signature.

Article 260. [ Measures for the increase in share capital] § 1. The decision of the shareholders to change the company's contract may be increased by the share capital, by earmarking funds from the reserve capital or reserves (funds) created from the company's profit (increase in the share capital from the company's funds).

§ 2. The new shares are owned by the shareholders in relation to their existing shares and do not require inclusion.

§ 3. Where the nominal value of the existing shares is increased, the provisions of paragraph 2 shall apply mutatis mutandis.

§ 4. The provisions of § 2 shall not apply to the company's own shares referred to in Article 2. 200.

Article 261. [ Application of provisions of the Act] The provisions of this chapter relating to the nominal value of the share, full payment of the share capital, of the payment referred to in Article 154 § 3, and non-monetary contributions shall be applied mutatis mutandis with the increase in share capital.

Article 262. [ Notification of share capital increase] § 1. The capital increase of the share capital shall be notified to the court of registry.

§ 2. The notification of an increase in the share capital shall be accompanied by:

1) a resolution on the increase in share capital;

2) statements on the taking of shares in the increased share capital;

3. a statement by all members of the Management Board that the contributions to the increased share capital have been fully contributed.

§ 3. The provisions of points 2 and 3 of Paragraph 2 shall not apply in the case of an increase in the share capital in accordance with Article 2. 260.

§ 4. The share capital increase shall take place upon entry in the register.

Article 263. [ Uchwała o decreases capital of the share] § 1. The decision to reduce the share capital should specify the amount by which the share capital is to be reduced and the way in which it is to be reduced.

§ 2. The provisions of this chapter relating to the lowest amount of the share capital and the share shall apply to the reduction of share capital.

Article 264. [ Opposition by creditors in a situation of a reduction in share capital] § 1. The management of the share capital shall be announced by the Management Board without delay, calling on the creditors of the company to object within three months of the date of the notice if they do not agree to a reduction. Creditors who have submitted an objection within that time limit should be satisfied or protected by the company. The creditors who did not raise the objections are considered to be in agreement with the reduction in the share capital.

§ 2. The provisions of § 1 shall not apply if, in spite of a reduction in the share capital, it is not reimbursed to the shareholders of the share capital and, at the same time, the reduction in the share capital is increased to at least the original share capital amounts.

Article 265. [ Notification of share capital reduction] § 1. A reduction in the share capital of the management board shall be reported to the court of

§ 2. The notification of a reduction in share capital should be accompanied by:

1) a resolution on the reduction of share capital;

2) evidence of the proper call of creditors;

3) a statement of all the members of the Management Board stating that the creditors who have raised the objection within the time limit set out in the art. 264 § 1, have been satisfied or protected.

§ 3. The provisions of points 2 and 3 of Paragraph 2 shall not apply in the case referred to in Article 2. 264 § 2.

§ 4. In the case referred to in Article 199 § 4 and § 5 instead of the resolutions of the shareholders ' meeting shall be accompanied by a statement of all the members of the Management Board, in the form of a notarial deed, of the fulfilment of all conditions of the reduction of the share capital provided for by the Law and the Company Agreement and the a resolution of the reduction of share capital.

Chapter 5

Disclaimer

Article 266. [ Exemption of accomplice] § 1. For important reasons relating to the partner in question, the court may decide to exclude it from the company at the request of all other shareholders if the shares of the shareholders requesting the exemption constitute more than half of the share capital.

§ 2. The company's contract may grant the right to apply with the action referred to in § 1, including fewer members, if their shares represent more than half of the share capital. In this case, all other partners should be sued.

§ 3. The shares of the sole shareholder must be taken over by the members or by third parties. The acquisition price shall be determined by the court on the basis of the actual value on the date of service of the

Article 267. [ Uneffectiveness of the decision to exclude] § 1. The court shall, when ruling on an exemption, set a time limit within which the sole shareholder is to be paid the acquisition price, including interest, from the date on which the action was served. If, during that period, the amount has not been paid or submitted to the court, the exemption decision shall become ineffective.

§ 2. Where the decision to exclude has become ineffective for the reasons set out in paragraph 1, the joint unsuccessfully disabled shall have the right to demand that the damage compensation be sued.

Article 268. [ Suspension of accomplice] In order to secure the action, the court may, for important reasons, suspend the accomplice in the exercise of its participation rights in the company.

Article 269. [ Validity of the operation of the disabled partner] The shareholder of the exclusive right for which the shares have been taken over shall be deemed to have been excluded from the company as from the date of service of the application; however, this shall not affect the validity of the activities in which he took part in the company after the date of service of the company. a lawsuit.

Chapter 6

Termination and liquidation of the company

Article 270. [ Company Resolution] The company's solution causes:

1) the reasons provided for in the company contract;

2) the resolution of the partners about the dissolution of the company, or the transfer of the company's registered office abroad, established by a protocol drawn up by a notary;

2 1 ) [ 16] in the case of a company whose contract was concluded with the use of the contract pattern, also the resolutions of the shareholders of the termination of the company of all partners with a secure electronic signature verified by means of a valid qualified a certificate or signature of a confirmed ePUAP; trusted profile

3) the announcement of the company's bankruptcy;

4) other reasons stipulated by the law.

Article 271. [ Termination of the company by court] In addition to the cases referred to in Article 21, the court may declare a solution to the company:

1) at the request of the partner or a member of the body of the company, if the attainment of the company's target became impossible or if other important reasons caused by the relations of the company were taken;

2) at the request marked by a separate law of the state body, if the activity of the company violating the law threatens the public interest.

Article 272. [ Company Resolution Mode] The termination of the company shall take place after the liquidation of the company from the register.

Article 273. [ Uchwała preventing the termination of the company] Until the date of application for the deletion of the company from the register, the unanimous resolution of all accomplices on the continued existence of the company may prevent it from dissolution, unless a non-member member of the company or body has requested the termination of the solution, o This is a matter of the 271 (2), or in the cases referred to in Article 271, 21.

Article 274. [ Liquidation of the company] § 1. The opening of the liquidation shall take place on the day of the decision to terminate the company by the court, the shareholders ' decision to terminate the company or the termination of the company or other cause of the liquidation.

§ 2. Liquidation shall be carried out under the company's company with the addition of a "in liquidation" sign.

§ 3. At the time of liquidation, the company shall retain legal personality.

Article 275. [ Application of provisions of the Act] § 1. The company shall, during the liquidation period, apply the provisions concerning the bodies of the company, the rights and obligations of the members, if the provisions of this chapter do not provide otherwise or for the purpose of liquidation does not result in another.

§ 2. During the liquidation period, it is not possible, even partially, to disburse profits to the shareholders or to distribute the assets of the company before all the obligations have been repaid.

§ 3. During the liquidation period, the aid may be adopted only with the agreement of all the members.

Article 276. [ Liquidators] § 1. The liquidators shall be the members of the Management Board, unless otherwise provided by the agreement of the company or the decision of the shareholders.

§ 2. If the company agreement does not provide otherwise, the liquidators may be revoked by the resolutions of the shareholders. The liquidators set up by the court only the court may cancel.

§ 3. Where the solution of the company is decided by the court, it may at the same time establish the liquidators.

§ 4. At the request of those with a legal interest, the court may, for important reasons, cancel the liquidators and establish others.

§ 5. The court, which established the liquidators, determines the amount of their remuneration.

Article 277. [ Notification of liquidation to the court of registry] § 1. The register court should report: the opening of the liquidation, the names and names of the liquidators and their addresses, the way of representing the company by the liquidators and any changes thereto, even if there had been no change in the past company representation. Each liquidator shall have the right and the obligation to notify.

§ 2. (repealed).

§ 3. The entry of the liquidators set up by the court and the deletion of the liquidators by the court of appeal shall be taken from the office.

Article 278. [ Liquidation inclination] In the event of the abolition of the liquidation, the liquidators should report this circumstance to the court of registry.

Article 279. [ Call of creditors] Liquidators should announce the termination of the company and opening the liquidation, urging creditors to report their claims within three months from the date of this announcement.

Article 280. [ Application of provisions of the Act] The provisions concerning the members of the Management Board shall apply to the liquidators, unless otherwise provided for in the provisions of this Chapter.

Article 281. [ Liquidation Balance] § 1. The liquidators shall draw up an opening balance sheet. The balance sheet of the liquidators shall be submitted to the shareholders ' meeting for approval.

§ 2. LiFlowers should, after each financial year, submit to the Assembly of Shareholders a report on their activities and a financial report.

§ 3. All asset items according to their marketable value should be included in the liquidation balance sheet.

Article 282. [ Powers of liquidators] § 1. The liquidators should terminate the company's current interests, claim the debts, fulfil the obligations and liquidate the company's assets (liquidation operations). New interests can only be initiated if it is needed to complete cases in progress. Real estate can be disposed of by public auction and free of hand-only by virtue of the shareholders ' resolution and at a price not less than the one passed by the partners.

§ 2. In the internal relationship, the liquidators are obliged to adhere to the shareholders ' resolutions. The liquidators, established by the court, shall be obliged to comply with the unanimous resolutions adopted by the accomplices and by the persons who have caused them to be established in accordance with art. § 4.

Article 283. [ Limitation of the competence of liquidators] § 1. Within the limits of its competence, as referred to in Article 282 § 1, liquidators have the right to pursue cases and represent the company.

§ 2. Limitations of the competence of the liquidators have no legal effect vis-vis third parties.

§ 3. In the light of third parties acting in good faith, the action taken by the liquidators shall be deemed to be a winding-up operation.

Article 284. [ Prosecutor during the liquidation period] § 1. The opening of the liquidation shall cause the radius to be expired.

§ 2. In the liquidation period, no prosecutor may be established.

Article 285. [ Protection of creditors] The sums needed to satisfy or hedge known to creditors who have not made themselves known or whose claims are not due or are contentious shall be deposited with a court.

Article 286. [ The division of property between members] § 1. The division between the members of the property remaining after the meeting or the security of the creditors shall not take place within six months of the date of publication of the opening of the winding-up and the call for creditors.

§ 2. The assets referred to in § 1 shall be divided between the members in relation to their shares.

§ 3. The company's contract may specify different rules for the distribution of assets.

Article 287. [ Satisfaction of creditors of unknown companies] § 1. Creditors of a company who have not made their claims in due time or have not been known to the company may request the payment of their claims on the assets of the company not yet divided.

§ 2. Partners, who after the expiry of the period specified in Art. 286 § 1 received in good faith on them a part of the company's assets, are not required to return it in order to cover the creditors ' claims.

Article 288. [ Termination of liquidation] § 1. After approval by the assembly of accomplices of the financial statements for the day preceding the distribution between the members of the property remaining after the meeting or the security of the creditors (liquidation report) and after the end of the liquidation, The liquidators should declare at the company's registered office the report and submit it to the register court, with the simultaneous notification of the request to remove the company from the register.

§ 2. If the assembly of accomplices convened to approve the liquidation report has not taken place due to lack of quorum, the liquidators should perform the activities referred to in § 1, without the approval of the report by the congregation of the accomplices.

§ 3. The books and documents of the dissolved company should be put aside for the storage of the person indicated in the company agreement or in the resolution of the shareholders. In the absence of such an indication, the conservative shall designate a register court.

§ 4. Under the authority of the court of registry, members and persons with a legal interest may review the books and documents.

Article 289. [ Bankruptcy of the company] § 1. In the event of insolvency of the company, the termination of the company shall take place after the end of the insolvency proceedings, as soon as it is removed from the register. A request for deletion from the register shall be submitted by the receiver.

§ 2. The company shall not be terminated where the insolvency proceedings have been terminated as a result of the satisfaction of all creditors in whole or the approval of the arrangement or when the bankruptcy proceedings have been repealed or remitted.

Article 290. [ Notice of termination of the company] The liquidator or the receiver shall notify the competent tax office of the termination of the winding-up report by the competent tax office.

Chapter 7

Civil liability

Article 291. [ Responsibility of Board Members] If the members of the board intentionally or negligently provided false data in the statement referred to in art. 167 § 1 pt. 2 or art. 262 § 2 point 3, correspond to the creditors of the company jointly and severally with the company for three years from the date of registering the company or registering an increase in the share capital.

Article 292. [ Obligation to remedy the damage caused] Who, taking part in the formation of the company, contrary to the law of his own fault, has caused damage to the company, shall be obliged to remedy it.

Article 293. [ Liability for the damage suffered] § 1. A member of the management board, the supervisory board, the review board and the liquidator shall be liable to the company for the damage caused by the action or omission contrary to the law or the provisions of the company's contract, unless it is not the fault of the company.

§ 2. Member of the Management Board, Supervisory Board, Review Board and liquidator should, in the performance of his duties, make the diligence resulting from the professional nature of his activity.

Article 294. [ Liability of solidarity] If the damage referred to in Article 292 and art. 293 § 1, caused several persons jointly, responsible for the damage in solidarity.

Article 295. [ The lawsuit for remediation of the damage] § 1. If the company does not bring an action to remedy the damage caused by the date of the year from the date of disclosure of the damage to the company, any partner may lodge a complaint with the company to make good the damage caused to the company.

§ 2. At the request of the defendant, the court may order the lodging of a bail to cover the damage to the defendant in the first step. The amount and type of bail shall be determined by the court at its discretion. In the event of a non-payment of the deposit within the time limit set by the court, the lawsuit shall be rejected.

§ 3. The bail shall serve the defendant in preference to all the claimant's creditors.

§ 4. If the action proves unfounded and the reason, by bringing them, acted in bad faith or perpetrated gross negligence, it is obliged to repair the damage caused to the defendant.

Article 296. [ Loss of allowances by persons required to repair the damage] In the event of an action being brought by a partner on the basis of an art. 295 and in the event of insolvency of the company, the persons obliged to make good the damage shall not be entitled to the decision of the shareholders granting them discharge or to the company's waiver of claims for damages.

Article 297. [ Expiration of claim for remediation] A claim for compensation of damage shall expire on the expiry of a period of three years from the date on which the company became aware of the injury and of the person who is required to make good the damage. However, in any event, the claim shall expire on the expiry of a period of 10 years from the date on which the event of the injurious situation occurred.

Article 298. [ Claim for damages] The action for damages against the members of the company's organs and the liquidators shall be issued according to the place of the company's seat.

Article 299. [ Responsibility of Board Members] § 1. If the execution against the company proves to be ineffective, the members of the Management Board shall be jointly and severally liable for its obligations.

§ 2. Member of the Management Board may be free of the liability referred to in § 1 if it can be shown that a request for bankruptcy has been made in due time or that at the same time a decision to open restructuring proceedings has been issued or the approval of the agreement in the procedure for the approval of the agreement, or that failure to make a request for a declaration of bankruptcy was not due to its fault, or that, despite the failure to notify the application for a declaration of bankruptcy and the failure to issue the decision to open it restructuring proceedings or the non-approval of the arrangement in the proceedings the approval of the arrangement of the creditor has not suffered any damage.

§ 3. The provisions of § 1 and § 2 shall be without prejudice to provisions establishing further liability of the members of the Management Board.

§ 4. The persons referred to in § 1 shall not be liable for the failure to submit an application for a declaration of bankruptcy at a time when the execution is carried out by a compulsory administration or by the sale of an undertaking, on the basis of the provisions of the Code of Conduct of civil law, if the obligation to request bankruptcy arose at the time of the execution of the execution.

Article 299 1 . [ Suitable use of art. 299] The liquidators of a limited liability company, with the exception of liquidators laid down by the court, the provision of art. 299 shall apply mutatis mutandis.

Article 300. [ Fixing of damages on general terms] The provisions of Article 4 291-299 do not violate the rights of accomplices and third parties to seek compensation for damages on a general basis.

SECTION II

Joint-stock company

Chapter 1

Company Uprising

Article 301. [ Joint Stock Company] § 1. Tying a joint-stock company may be one or more people. A public limited liability company shall not be bound exclusively by a single limited liability company.

§ 2. The statute of a joint-stock company should be drawn up in the form of a notarial deed.

§ 3. The signers of the statutes are the founders of the company.

§ 4. The shareholders shall be obliged only to the benefits set out in the statutes.

§ 5. The shareholders are not responsible for the company's obligations.

Article 302. [ share capital] The share capital of a joint-stock company shall be divided into shares of equal nominal value.

Article 303. [ Shareholder rights in a single-member company] § 1. In a one-man company, the sole shareholder shall exercise all the powers of the general meeting in accordance with the provisions of this chapter. The provisions of the general meeting shall apply mutatis mutandis.

§ 2. In the event that all shares of the company are owned by the sole shareholder or to the sole shareholder and company, the declaration of the will of such a shareholder to the company shall require the written form under the action of invalidity, unless the law provides otherwise.

§ 3. (repealed).

§ 4. (repealed).

Article 304. [ Statutes of the company] § 1. The statutes of a joint-stock company should specify:

1) the company and the company's registered office;

2) the subject matter of the company;

3) the duration of the company, if it is marked;

4. the amount of the share capital and the amount paid prior to the registration for the share capital;

5) the nominal value of the shares and their number indicating whether the shares are imitated or bearer;

6) the number of shares of particular types and the associated powers, if the shares of different kinds are to be entered;

7) the names and names of the founders or companies (names) of the founders;

8) the number of members of the management board and of the supervisory board, or at least the minimum or maximum number of members of those bodies and the entity entitled to determine the composition of the management board or the supervisory board;

9) (repealed);

10) letter to the advertisement if the company intends to make announcements also outside the Monitor Judicial and Economic Area.

§ 2. The statutes should also contain, under the rigorous ineffectiveness of the company, provisions concerning:

1) the number and types of titles of participation in profit or in the division of assets of the company and associated rights;

(2) any share of the shares in which a benefit is paid to the company, other than the obligation to pay the shares in respect of shares;

3) the conditions and manner of redemption of the shares;

4) restrictions on transferability of shares,

5) the personal powers conferred on the shareholders referred to in art. 354;

6) at least an approximate size of all the costs incurred or incriminating the company in connection with its creation.

§ 3. The statutes may contain provisions different from that provided for in the Act, if the Act permits it.

§ 4. The statutes may contain additional provisions, unless it is apparent from the law that it provides for exhaustive regulation or an additional provision of the statutes is contrary to the nature of the joint-stock company or the good morals.

Article 305. [ Company company] § 1. The company may be in any position at any time; it should include an additional designation "joint-stock company".

§ 2. The abbreviation "S.A." is allowed to be used.

Article 306. [ Elements necessary for the establishment of the company] A joint-stock company shall be required to:

1) the binding of the company, including the signing of the statutes by the founders;

(2) the contribution by shareholders of contributions to cover the entire share capital, taking into account art. 309 § 3 and § 4;

3) the establishment of the Management Board and the Supervisory Board;

4) entry in the register.

Article 307. [ Branches and representation of a joint-stock company] Joint-stock companies established abroad may form branches or representations in the territory of the Republic of Poland. The conditions for the creation of such branches or representations shall be determined by a separate law.

Article 308. [ Height of share capital] § 1. The share capital of the company should be at least 100 000 zlotys.

§ 2. The nominal value of the shares shall not be less than 1 grosz.

Article 309. [ Action Value] § 1. Shares may not be covered below their nominal value.

§ 2. If the shares are included at a price higher than the nominal value, the excess shall be paid in full before the company is registered.

§ 3. The shares included in non-monetary contributions should be covered in full no later than the end of the year after the company has registered. The shares included in cash contributions should be paid before the company is registered at least in one quarter of their nominal value.

§ 4. If the shares are only covered by cash or cash and cash contributions, the share capital should be covered prior to the registration of at least one quarter of the amount referred to in the Article. 308 § 1.

§ 5. The provisions of this chapter relating to the payment of shares shall apply mutatis mutandis to contributions of non-cash.

Article 310. [ Attachment of the company] § 1. The joint-stock company shall be binding upon the entry of all shares.

§ 2. The statutes of a company may specify the minimum or maximum amount of share capital. In such a case, the association of the company shall take place as soon as the shareholders subscribe to such number of shares, the total nominal value of which is equal to at least the minimum amount of the share capital provided for in the Article. 308 § 1, and the submission by the Management Board, prior to the declaration of the company to the register, a statement in the form of a notarial deed of the amount of the share capital. The amount of the capital covered should fall within the limits set by the statutes.

§ 3. The amendment of the statement of the Management Board referred to in § 2 shall not affect the change in the time of the company's association.

§ 4. A notarial deed containing a statement of the Management Board referred to in § 2 shall contain a provision for the determination of the amount of the share capital in the statutes. The amount of the share capital specified in the statutes shall be in accordance with the statement of the Management Board.

Article 311. [ Founding Report] § 1. Where a non-cash contribution is provided for, or the company acquires property or pays a remuneration for the services provided in its formation, the founders shall draw up a written report, which shall present in particular:

1) the subject of non-monetary contributions and the number and type of the issued in exchange for them shares and other titles of participation in the income or in the division of the company's assets;

2) property acquired prior to the registration of the company and the amount and manner of payment;

3) the services provided for the formation of the company and the amount and manner of remuneration;

4) persons who bring in non-cash contributions, sell to the company property or receive remuneration for the services;

5) the method of valuation of the contributions used.

§ 2. The report shall motivate the intended transactions, including the taking up of shares for contributions in kind and the amount of remuneration to be granted or paid. The report shall be accompanied by the relevant documents in the originals or officially certified copies.

§ 3. Where the subject of a contribution or acquisition is an undertaking, the report of the founders shall be accompanied by the financial statements of that undertaking for the last two financial years. If the undertaking has been kept for less than two years, the financial statements should cover the entire period of activity. Article Recipe 10 1 shall apply mutatis mutandis.

§ 4. If the subject of the contribution or acquisition is an undertaking, the founding report may not include the property acquired in the ordinary activities of that undertaking.

Article 312. [ Auditor's opinion] § 1. The founding report shall be examined by one or more auditors in respect of its accuracy and reliability, as well as the purpose of issuing an opinion, which is the fair value of the non-monetary contributions and whether it corresponds to at least the value of the the nominal value of the shares or the higher issue price of the shares, and whether the amount of the remuneration awarded or the payment is justified.

§ 2. The statutory auditor shall appoint a registered court due to the registered office of the company.

§ 3. At the written request of the auditor, the founders should submit additional explanations or documents in writing.

§ 4. The auditor's opinion should assess the method of valuation of the non-cash contributions adopted in the Founding Report referred to in Article 311 § 1 point 5.

§ 5. The auditor should draw up a detailed opinion in two copies and submit it together with the report of the founders of the register to the registered court, which one copy of which is certified by the latter to the founders.

§ 6. The registration court shall determine the remuneration for the work of the statutory auditor and approve the account of his expenditure. If the founders did not pay the claims, the court of registry shall download it in the manner prescribed for the execution of the court fees.

§ 7. A reference to the submission of an opinion by a certified auditor in the register court should be announced by the company before the date of its registration.

§ 8. In the event of disagreements between the founders and the auditor, the dispute shall be settled by the court of registry at the request of the founders. The order of the court of appeal shall not be entitled to appeal. The registration court may appoint a new statutory auditor if it considers it justified.

Article 312 1 . [ Cancellation of the audit by an auditor] § 1. The founding reports may not be audited by the statutory auditor with regard to the non-cash contributions which are the subject of:

(1) transferable securities or money market instruments, if their value is determined at the average weighted price at which they were traded on a regulated market during the six-month period preceding the day of the contribution;

2) assets other than those mentioned in point 1, if the statutory auditor has delivered an opinion on their fair value, fixed for a date not earlier than six months before the contribution date;

3) assets other than those mentioned in point 1, if their fair value results from the financial statements for the previous financial year, examined by the statutory auditor under the rules laid down in the Act of 29 September 1994. of accounting for the audit of annual accounts and consolidated financial statements.

§ 2. The founding report shall, however, be subject to examination by a statutory auditor with regard to contributions of non-cash referred to in § 1, if:

1) exceptional circumstances have occurred which affected the price of transferable securities or money market instruments at the time of their transfer, in particular the loss of liquidity of trading on a regulated market;

(2) there were new circumstances which could significantly affect the fair value of the contributions at the time of their transfer.

§ 3. If the founders did not submit the examination report to the extent referred to in § 1 (2) and (3), despite the occurrence of the circumstances justifying the examination, the examination may be requested by the shareholders, representing at least one twentieth Share capital. This right shall be entitled to the day on which contributions are

§ 4. If the founders or the Management Board fails to request a registered court for the appointment of a certified auditor within two weeks from the date of receipt of the request, they may request that the shareholders be legitimized in accordance with § 3.

§ 5. If the non-monetary contribution has not been the subject of a statutory auditor's examination, the company shall announce within one month from the date of the contribution:

1) a description of the subject of the contribution, its value, the source of valuation and the valuation method;

2) a statement on whether the value of the contribution accepted corresponds to its fair value and the number and nominal value of the shares included in exchange for that contribution or a higher issue price of the shares;

(3) a statement of the absence of exceptional or new circumstances affecting the valuation of the contribution.

Article 313. [ The form of consent to be given to the company] § 1. The consent to be bound by the joint stock company and the wording of the statutes and the taking up of shares by the sole founder or founders or including third parties should be expressed in one or more notarial acts.

§ 2. The acts referred to in paragraph 1 shall include, in particular, persons covering the shares, the number and type of shares covered by each of them, the nominal value and the issue price of the shares and the time limits for payment.

§ 3. In the acts referred to in paragraph 1, the selection of the first authorities of the company should also be established. The names and names of persons appointed to the first authorities of the company shall not be included in the statutes.

§ 4. If the shareholders in exchange for shares bring in non-cash contributions or if any property under other legal acts is to be acquired for the company prior to registration, the appellants or the transferors should be listed in the notarial act. the acquired property, the subject of the contribution or the acquired property and the nature and amount of the remuneration or payment.

Article 314. [ Confirmation of the shareholders ' acquaintation with the report] It should be noted in the notarial deeds of the company that each of the future shareholders, who signed the act, has become familiar with the report of the founders and the auditor's opinion referred to in art. 312.

Article 315. [ Contributions to shares] § 1. Contributions to shares should be made either directly or through an investment firm, for the account of a company in an organisation run by a bank on the territory of the European Union or a State party to the Agreement on the European Economic Area.

§ 2. The subject of the contribution remains at the sole disposal of the Management Board.

Article 316. [ Notification of the company] § 1. The Management Board shall report the association of the company to the registered court due to the registered office of the company in order to enter the company in the register. The application for registration of the company shall be signed by all members of the Management Board.

§ 2. The provisions of the National Court Register shall apply to the application of the company to the registered court in cases not regulated by law.

Article 317. [ Deadline for remedi-missing] § 1. Where it is found in the notification of a non-removable file, the court of registry shall designate a company in the organisation concerned a time limit for its removal under the rigorously refusal of registration.

§ 2. The register court cannot refuse to enter a company into the register because of minor deficiencies which do not infringe the interest of the company and the public interest, and cannot be removed without incurring disproportionate costs.

Article 318. [ Content of the declaration of the public limited company] The application of a public limited liability company to a registered court should contain:

1) the company, the registered office and address of the company or the address for service;

2) the subject matter of the company;

3) the amount of the share capital, the number and the nominal value of the shares;

(4) the amount of the target capital, if the statutes provide for;

5) the number of favoured shares and the type of preference;

6) the mention of what part of the share capital was covered before registration;

7) the names and names of the members of the Management Board and the way of representing

8) the names and names of the members of the supervisory board;

9) if the shareholders bring in cash contributions, the selection of this circumstance;

10) the duration of the company, if it is marked;

11) if the statutes indicate the letter intended for the company's announcements, the designation of that letter;

12) if the statutes provide for the granting of personal rights to the specified shareholders or the titles of participation in the income or assets of the company not resulting from the shares-selection of those circumstances.

Article 319. [ Submission of a single company] § 1. The application of a single company should contain, in addition to the data referred to in Article. 318, the name and name of the company (the name) and the registered office and address of the sole shareholder, and the mention that it is the sole shareholder of the company.

§ 2. The provision of § 1 shall apply mutatis mutandis in the event that all shares in the company are acquired by the shareholder after registration of the company. The Management Board shall report this circumstance to the Register Court within three weeks of the date on which it becomes aware that all the shares of the company were acquired by the sole shareholder.

Article 320. [ Ticket Items] § 1. The company shall be accompanied by:

1) the statutes;

2) notarial deeds on the binding of the company and the taking of shares;

3) a statement of all the members of the Management Board that the required statutes of payment into shares and non-cash contributions have been made in accordance with the law;

4) confirmed by the bank or investment firm proof of payment into shares, made on behalf of the company in the organization; where the statute provides for the payment of the share capital of non-cash contributions after the registration, shall be attached a statement by all members of the Management Board that the transfer of these contributions to the company shall be ensured in accordance with the provisions of the statutes before the expiry of the period specified in Article 309 § 3;

5) a document stating the establishment of the bodies of the company with the description of their personal composition;

6) permission or proof of the approval of the statutes by the competent public authority, if they are required for the formation of the company;

7) the statement referred to in art. 310 § 2, if the Management Board made such a statement.

§ 2. In the cases referred to in this chapter, a report of the founders should be attached together with the opinion of the auditor.

Article 321. [ Reporting Changes] § 1. Any changes to the data referred to in Article 318 and Art. 319 the Management Board should report to the registry court for registration or disclosure in the register file.

§ 2. If only a part of the share capital is covered before the company is registered, the management board should make every further contribution to the share capital to the registered court.

§ 3. (repealed).

Article 322. [ Prohibition of bearer documents, provisional certificates] The shares and the rights of participation in the profit or distribution of the assets of the company in the organization may not issue bearer documents, provisional certificates, as well as imitated documents or on request.

Article 323. [ Establishment of a public limited company in the organization] § 1. At the time of the company's association, a public limited company is formed.

§ 2. Until the establishment of the Management Board, the company in the organization is represented by all the founders acting jointly or by a proxy established by the unanimous decision of the founders.

§ 3. The liability of the persons referred to in § 2 shall be established in relation to the company as soon as they are approved by the General Assembly.

§ 4. The rights and obligations and the liability of the founders of the company in the period before the company's formation in the organization shall apply mutatis mutandis the provisions concerning the company's public limited liability company.

Article 324. (repealed).

Article 325. [ Consequences of non-registration of the company] § 1. If, within six months of the date of drawing up of the statutes, the company has not been notified for registration, or if the order of the court refusing to register has become final, the Management Board should immediately notify it by notice of the persons having a legal interest and order the reimbursement of paid sums and non-cash contributions.

§ 2. If the company does not have a management board, the contributions shall be made by the founders

Article 326. [ Liquidation of the company] § 1. If the companies were not submitted to the register court within the time limit laid down in the Article 325 § 1 or the order of the court refusing to register has become final, and the company in the organization is not able to make the return of all the contributions or cover fully the claims of third parties without delay, the Management Board shall liquidate the proceedings. If a company in the organisation has no management board, the general meeting or the court of registry shall establish the liquidator or liquidators.

§ 2. The liquidation of the company in the organization shall apply mutatis mutandis to the liquidation of the company.

§ 3. Liquidators should announce the opening of liquidation once, urging creditors to report their receivables within one month of the day of the announcement.

§ 4. The company in the organization shall be dissolved as of the date of approval by the General Assembly of the liquidation report.

§ 5. The registration cases connected with the liquidation of the company in the organization belong to the court competent due to the company's seat.

Article 327. [ Call for Deficiency Deletion] § 1. If, after registration of the company, shortcomings in failure to comply with the provisions of the law have been identified, the register court, ex officio or at the request of the persons having legal interest, shall invite the company to remedy the deficiencies and shall set a time limit for that purpose.

§ 2. If a company does not make a request, the register court may impose fines according to the rules specified in the provisions of the National Court Register.

Chapter 2

Rights and obligations of shareholders

Article 328. [ Action Document] § 1. The action document should be drawn up in writing and contain the following data:

1) the company, the seat and the address of the company;

2) the designation of the registry court and the number under which the company is entered in the register;

3) the date of registration of the company and the issue of shares;

4) the nominal value, series and number, type of the shares in question and the special entitlements from the shares;

5) the amount of the payment made in the case of registered shares;

6) restrictions on the disposition of the action;

7) provisions of the statutes on the basis of the duties of the company.

§ 2. The action document should be stamped with the company's stamp and the signature of the Management Board. The signature may be mechanically reproduced.

§ 3. The statutes may provide for additional provisions on the content of the action document and its form.

§ 4. A breach of the provisions of § 1, points 1, 2 and 4 or § 2 shall result in the action document being invalid.

§ 5. A shareholder acquires a claim for issuing an action document within a month from the date of registration of the company. The Management Board is obliged to issue the shares documents within a week from the date of filing the claim by the shareholder.

§ 6. A shareholder of a public company holding dematerialised shares shall be entitled to an imitated certificate of deposit issued in accordance with the provisions on the trading of financial instruments and to the imitated certificate of law participation in the general meeting of the public company.

Article 329. [ Obligation to contribute] § 1. The shareholder shall be obliged to make a full contribution to the shares.

§ 2. The contributions should be made evenly over all shares.

§ 3. Contributions to shares should be made, directly or through an investment firm, to the account of a company operated by a bank on the territory of the European Union or a state which is a party to the agreement on the European Economic Area.

Article 330. [ Date and amount of payment made] § 1. The terms and the amount of the contributions to the shares shall be determined by the statutes or resolutions of the general meeting. The General Assembly may authorise the Management Board to determine the time limits for the payment of shares.

§ 2. The Management Board announces twice the call for payment.

§ 3. The first notice should be made for a month and the second notice should be made no later than two weeks before the date of payment.

§ 4. The notices may be sent by registered letters within the time limits referred to in paragraph 3.

§ 5. If a shareholder has not made a payment within the period specified in § 1, he shall be obliged to pay the statutory interest for delay or reparation, unless the statutes provide otherwise.

Article 331. [ Cancellation of action documents, temporary certificates] § 1. If the shareholder within the month after the expiry of the payment deadline has not paid the outstanding payment, the statutory interest for the delay, compensation or other payments provided by the statutes may be without prior notice deprived of his rights In the event of an annulment of an action or a provisional certificate, the company shall, in the notice of the entry or the letters sent by registered letters, be notified by the company in the notices of entry.

§ 2. The company shall notify the shareholder and its legal predecessors who have been entered in the book on the cancellation of the stock documents or provisional certificates on account of the failure to make the payment within the time limit laid down in paragraph 1. The notices shall be sent by registered letters to the addresses indicated in the book of the public.

§ 3. After the publication of the cancellation numbers of the stock documents or provisional certificates the company should issue new shares or temporary certificates under the old numbers and sell them through a notary, investment firm or bank.

§ 4. The sum received from the sale, after covering the cost of the announcements and sales, as well as the interest, damages or other claims, is included in the outstanding payment. The remaining amount shall be paid to the shareholder who has delayed the fulfilment of the benefit.

§ 5. If the sum obtained from the sale does not cover the costs and receivables referred to in paragraph 4, the shortfall shall be jointly and severally liable to the shareholder and his legal predecessors.

§ 6. The company's claims to the shareholder and its legal predecessors expire at the end of three years from the date of sale of the shares, in accordance with § 3.

Article 332. [ Reverse Claims] A shareholder or legal predecessor of a shareholder who has delayed the transfer of the contribution or other related benefits, in the case of coverage of the shortfall has a repayable claim to his successor. These claims shall expire on the expiry of a period of three years.

Article 332 1 . [ Spouse of a shareholder] The statutes of a company may contain a provision that, in the event that a registered shares are covered by a matrimonial property of a shareholder, only one of the spouses may be a conjugal.

Article 333. [ Activity indivisibility] § 1. The shares are indivisible. They can be issued in collective sections.

§ 2. The shares in the shares shall exercise their rights in the company by the joint representative; they shall be jointly and severally liable for the benefits of the action.

§ 3. If the co-authors have not indicated a joint representative, the company's statements may be made to any of them.

Article 334. [ Imienne shares, bearer shares] § 1. The shares may be imitated or bearer.

§ 2. The replacement of registered shares for bearer shares or vice versa may be made at the request of a shareholder if the statute or the statute does not provide otherwise.

Article 335. [ Issuance of action documents] § 1. Bearer shares documents may not be issued before the full payment. The proof of the partial payment shall be accompanied by a temporary certificate. The provisions of Article 1 (2) shall apply mutatis mutandis. 328.

§ 2. Documents of imitated shares may be issued before the full payment.

§ 3. Each payment should be made visible on the documents for temporary certificates and imitation shares.

§ 4. The stock documents or provisional certificates issued prior to the registration of the share capital increase shall be invalid.

Article 336. [ Contributions for non-monetary contributions] § 1. The shares included in exchange for non-monetary contributions should remain valid until the date of approval by the nearest ordinary general meeting of the financial statements for the financial year in which the shares were covered and, during that period, no they may be disposed of or pledto.

§ 2. These actions during the period referred to in § 1 should be retained in the company to secure claims for damages for the non-performance or improper performance of the liabilities to the contribution of non-cash contributions. These claims shall serve priority to satisfy other unprivileged claims.

§ 3. The provisions of § 1 and § 2 shall not apply to shares covered in the event of an increase in capital which, in connection with the claim of the company to be admitted to trading on a regulated market, are subject to dematerialisation in accordance with the provisions on the trading of instruments financial, and the shares issued in the event of mergers, division and transformation of companies.

Article 337. [ Transferability of shares] § 1. The shares are negotiable.

§ 2. The Statute may make the regulation conditional on the consent of the company or otherwise limit the possibility of a regulation of imitation shares.

§ 3. Where the statutes make the transfer of shares conditional upon the consent of the company, the consent shall be granted by the Management Board in writing under the action of invalidity if the statutes are not otherwise provided for.

§ 4. If the company refuses to transfer the shares, it should point out another purchaser. The time limit for indicating the purchaser, the price or how it is to be determined and the time limit for payment shall be In the absence of these provisions, the imitation action may be disposed of without restriction. The time limit for indicating the buyer may not be more than two months from the date of notification to the company of intent to transfer the shares.

§ 5. The disposal of shares in the enforcement proceedings does not require the consent of the company.

§ 6. The provisions of paragraphs 1 to 5 shall apply mutatis mutandis to the Regulation as part of a fractional share.

Article 338. [ Disposition Constraints] § 1. A contract that restricts the disposition of an action or fractional part of an activity to a specified time is allowed. The limitation of the disposal may not be established for a period of more than five years from the date of conclusion of the contract.

§ 2. The agreements establishing the right of pre-emption or other right of priority of the acquisition of shares or of a fractional part of shares are allowed. The limitations of the disposition resulting from such agreements shall not last more than ten years from the date of conclusion of the contract.

Article 339. [ Transfer of shares or temporary certificates] The transfer of a registered share or a provisional certificate shall be made by a written declaration either on the stock document itself or on a provisional certificate, or in a separate document and requires the transfer of the holding of shares or certificates temporary.

Article 340. [ Collateral rights and user shares] § 1. The pledger and the user may exercise the right to vote from a registered shares or a temporary certificate on which a pledge or use has been established, if it provides for a legal action establishing a limited right in rem and when in a book of law it is mentioned that it has been established and authorised to exercise the right to vote.

Article 2 (2) of the Statute may provide for a prohibition on the granting of voting rights to a lien or user of shares or may make the granting of such power subject to the consent of a particular body of the

§ 3. During the period when shares of a public company on which a pledge or use has been established are credited to an account of securities held by an entity authorised in accordance with the provisions on the trading of financial instruments, the right to vote on those shares a shareholder shall be entitled.

Article 341. [ Acc book] § 1. The Management Board is obliged to hold a book of registered shares and temporary certificates (act book), to which the name and name of the company (name) and of the registered office and address of the shareholder or address for service must be entered, the amount of the payments made, and also, at the request of the person entitled, an entry for the transfer of shares to another person together with the date of the entry.

§ 2. At the request of the buyer of the shares or pledge or user, the Management Board shall enter the entry for the transfer of shares or the establishment of a restricted right in rem. The pledgee and the user may also request disclosure that they have the right to exercise their voting rights on the share. The provision of § 1 shall apply mutatis mutandis to the payer and the user.

§ 3. In the event of the acquisition of shares or pledged rights on shares by succession of the general management, the Management Board shall enter the entry in the joint-stock book at the request of the person entitled.

§ 4. Before making any changes to the joint-stock book, the Management Board shall notify the person concerned of its intention to raise a period of at least two weeks for the application of the notice of objection. The notification of written objection within that time limit shall result in the suspension of the entry. Persons whose powers entered in a public book are to be deleted or charged by the entry of a limited right in rem shall be interested in the persons concerned.

§ 5. The applicants referred to in paragraph 2 shall be required to submit documents justifying the entry of the company to the company. The Management Board shall not be required to examine the truthfulness of the signatures of the transferor of the shares and of the persons establishing the pledge or the use on

§ 6. The provisions of paragraphs 1 to 5 shall apply to provisional certificates.

§ 7. Each shareholder may review the stock book and request a write-off for reimbursement of the costs of his preparation.

§ 8. A public book may be carried out in the form of an electronic recording.

Article 342. [ Keeping a book of acce] The Company may order the holding of a book of a stock bank or an investment firm in the Republic of Poland.

Article 343. [ Shareholder] § 1. In respect of a company, it shall be considered as a shareholder only that person who is entered in the book, or the holder of the bearer shares, taking into account the provisions on the trading of financial instruments.

§ 2. The provision of § 1 shall apply mutatis mutandis to the pledge or user of shares.

Article 344. [ Prohibition of reimbursement of payments made on shares] § 1. During the course of a company, the shareholder shall not be returned to the shareholder of the shares, either in its entirety or in part, except in the cases referred to in this chapter.

§ 2. Shareholder and his legal predecessor may not be exempt from the obligation to meet the benefits laid down in Art. 329 § 1, art. 330 § 5 and in art. § 350 § 1. The responsibility of these persons is solidarity.

Article 345. [ conditions of financing by the company of the acquisition of shares issued by the company] § 1. The company may, directly or indirectly, finance the acquisition or acquisition of shares issued by it in particular by granting a loan, making an advance payment, establishing a security.

§ 2. The financing shall take place under market conditions, in particular with regard to the interest received by the company and the securities laid down in favour of the company for the loans granted or advances paid, and after the examination the solvency of the obligor.

§ 3. Where a company finances the acquisition or acquisition of shares issued by it, the acquisition or acquisition shall take place in return for a fair price.

§ 4. The company may finance the acquisition or acquisition of shares issued by it, in so far as it has previously created reserve capital for that purpose, from an amount which, in accordance with Article 4, is subject to Article 4 (1) (d) of 348 § 1 may be intended for division.

§ 5. The financing of the acquisition or the acquisition of shares issued by the company shall take place on the basis of and within the limits laid down in the previous resolution of the general meeting. Article Article § 17 § 2 does not apply.

§ 6. The resolution of the General Assembly on the financing shall be based on a written report of the Management Board, specifying:

1) the reasons or the purpose of the financing;

(2) the interest of the company in financing;

3) the terms of financing, including in terms of securing the interests of the company;

4) the impact of financing on the risks in terms of financial liquidity and the solvency of the company;

5) the purchase price or the acquisition of shares of the company with the justification that it is the fair price.

§ 7. The Management Board shall submit a report to the Court of Registry and publish it.

§ 8. The provisions of paragraphs 2, 3, 5 to 7 shall not apply to benefits which are fulfilled in the ordinary course of the business of financial institutions, as well as to benefits which are met for the benefit of employees of the company or of a company linked to it, the purpose of which is to facilitate the acquisition of, or the coverage of the shares issued by the company.

Article 346. [ Prohibition of interest collection] Shareholders shall not be allowed to charge interest on the contributions they have received, as well as on the shares held.

Article 347. [ Share of shareholders in profits] § 1. The shareholders have the right to participate in the profit shown in the financial statements, examined by the statutory auditor, which was appointed by the general meeting to the payment of shareholders.

§ 2. Profit shall be distributed in relation to the number of shares. If the shares are not entirely covered, the profit shall be distributed in relation to the payments made to the shares.

§ 3. The statutes may provide for a different manner of distribution of profit, taking into account art. 348, art. 349, art. 351 § 4 and Art. 353.

§ 4. Where the costs of development eligible as assets of the company have not been completely written off, a profit distribution corresponding to the equivalent amount of the amount of the unwritten development costs cannot be made, unless the amount of the capital is allocated to the The reserve and spare capacity available for distribution and profits for the preceding years shall be at least equal to the amount of the non-written costs.

Article 348. [ Dividend] § 1. The amount allocated to the distribution of shareholders shall not exceed the profit for the last financial year, increased by undivided profits from previous years and of the amounts transferred from the profit and reserves created from the profit which may be intended for the payment of dividends. This amount should be reduced by uncovered losses, own shares and amounts which, in accordance with the law or the statutes, should be allocated from the profit for the last financial year to the reserves of the reserve or reserve.

§ 2. The dividends entitled to the dividend for a given financial year are the shareholders who were entitled to share the shares on the day of the resolution of the resolution on the distribution of profit. The statutes may authorise the general meeting to determine the date on which the list of shareholders entitled to the dividend for a given financial year (the dividend day) is established. The dividend day shall not be set later than two months from the date of the adoption of the resolution referred to in Article 3. § 1. The resolution of the transfer of the dividend day shall be taken at the ordinary general meeting.

§ 3. The ordinary general meeting of the public company shall determine the dividend day and the dividend payment deadline. The dividend day may be set at the date of the resolution or for the following three months from the date of the resolution.

§ 4. The dividend shall be paid on the date specified in the resolution of the general meeting. If the resolution of the general meeting of such a day does not specify, the dividend shall be paid on the date specified by the Supervisory Board.

Article 349. [ Dividend Advance] § 1. The statutes may authorise the Management Board to pay the shareholders an advance on the expected dividend at the end of the financial year, if the company has sufficient funds for payment. The advance payment requires the approval of the supervisory board.

§ 2. The Company may pay an advance on the projected dividend if its approved financial statements for the previous financial year show a profit. The advance may amount to a maximum of half of the profit achieved from the end of the previous financial year, as shown in the financial statements, examined by the statutory auditor, plus the reserves created from the profit to be paid out the advance payment may have a management board, and less uncovered losses and own shares.

§ 3. The provisions of Article 4 (2) of the Regulation shall apply mutatis mutandis to the advance payment of 347.

§ 4. On the planned payment of the advances, the Management Board shall announce at least four weeks before the start of the payment, giving the day on which the financial statements were drawn up, the amount to be paid, and the date on which it is to be determined eligible for advance payments. That day should be within seven days prior to the date of commenctions of payments.

Article 350. [ Reimbursement of unpaid benefits] § 1. Shareholders who, contrary to the provisions of the law or the provisions of the statutes, have received any benefit from the company, shall be obliged to return them. The exception is the case of receipt by the shareholder in good faith of the participation in profit. The members of the management board or of the supervisory board who are responsible for the payment of the undue benefits shall be responsible for their return in solidarity with the recipient of the benefit.

§ 2. The claims referred to in § 1 shall expire on the expiry of a period of three years from the date of payment, except for the receivables in relation to the recipient who knew about the unlawfulness of the benefit.

Article 351. [ Privileged actions] § 1. The Company may issue shares with specific powers which should be specified in the statutes (preference shares). Preference shares, with the exception of shares of mute, should be imitated.

§ 2. The privilege referred to in § 1 may concern, in particular, the right to vote, the right to dividend or the distribution of assets in the event of liquidation of the company. A preference for voting rights shall not apply to a public company.

§ 3. The statutes may make the granting of specific rights conditional upon the fulfilment of additional benefits for the benefit of the company, the expiry of the time limit or the fulfilment of the condition.

§ 4. A shareholder may carry out the specific rights granted to him in connection with a privileged action after the end of the financial year in which he has made a full contribution to the contribution of the share capital.

Article 352. [ Number of votes per share] One action cannot be awarded more than two votes. If such an action is converted into bearer shares or if it is disposed of in contravention of the reserved terms, the preferential treatment shall expire.

Article 353. [ Dividend-Preferential Shares] § 1. Dividend-favoured-favoured shares may grant an eligible dividend, which exceeds by no more than half the dividend to be paid to shareholders entitled to non-preferential shares.

§ 2. The dividend-favoured shares do not benefit from the priority of the other shares.

§ 3. In the case of dividend-favoured shares, voting rights (non-voting shares) may be excluded. The provisions of paragraphs 1 and 2 shall not apply to the action of the non-Member State. The exclusion of the provision of paragraph 1 shall not apply to advances in respect of dividends.

§ 4. The statutes may provide that a shareholder who is entitled to a stock which has not been fully or partially dividends in the financial year concerned shall be entitled to a compensation from the profit in the following years, but not later than in the following three years. financial years.

§ 5. The provisions of § 4 shall not apply to advances in respect of dividends.

Article 354. [ Personal shareholder powers] § 1. The statutes may award personal rights to a shareholder individually designated. In particular, they may concern the right to appoint or dismiss members of the management board, the supervisory board or the right to receive the marked benefits from the company.

§ 2. The statutes may make the granting of personal entitlement to a shareholder subject to the defined benefits, the expiry of the time limit or the fulfilment of the condition.

§ 3. The restrictions on the scope and exercise of the rights deriving from the preferential shares shall apply mutatis mutandis to the powers conferred on the shareholder in person.

§ 4. The personal rights granted individually to the designated shareholder shall expire at the latest on the date on which the authorised shareholder ceases to be a shareholder of the company.

Article 355. [ Founding certificates] § 1. The Company may issue imitation founding certificates in order to pay the services provided in the company's formation.

§ 2. Founding certificates may be issued at most for a period of ten years from the date of registration of the company. Certificates shall give the right to participate in the distribution of the company's profit within the limits set by the statutes, after prior deduction to the shareholders specified in the statute of minimum dividends.

§ 3. Remuneration for services or other benefits fulfilled in favour of the company by the founders, the shareholders, and the companies and cooperatives associated with them, or remaining in relation to the relationship or dominance, may not exceed the normal remuneration traded.

Article 356. [ Obligation of recurring non-cash benefits] § 1. There may be an obligation to repeat non-cash benefits with a registered share.

§ 2. Such actions may be transferred only with the consent of the company. The Company may refuse consent only for valid reasons, without the obligation to indicate another buyer.

§ 3. The statutes may provide for contractual damages for non-performance or non-execution of recurring benefits associated with the action.

§ 4. The company is obliged to meet the remuneration for the benefits referred to in § 1, even when the balance sheet does not show a profit. Article Recipe 355 § 3 shall apply mutatis mutandis.

Article 357. [ Issuance of duplicate shares] § 1. In the event of a significant damage to the stock document, the temporary certificate or the dividend coupon, or the issue of a defective or invalid stock document, the company should, at the request of the rightholders, issue a new document for the reimbursement of the costs of its preparation. The company covers the cost of issuing a defective or invalid document.

§ 2. The statutes may regulate the mode of death of destroyed or lost stock documents, temporary certificates and other documents issued by the company. The release of duplicate documents requires prior notice of destruction or loss of these documents.

§ 3. If the statutes do not regulate the mode of issuing of duplicate shares, provisional certificates or other documents issued by the company which have been destroyed or lost by the shareholder, the company should issue an authorized new document for the return of the cost of its preparation after the destruction of the destroyed or lost document. The document shall be remitted in accordance with the procedure laid down in the decree of 10 December 1946. on the death of lost documents (Dz. U. of 1947. Nr 5, pos. 20).

Article 358. [ Invalidation of action documents] § 1. If the content of the stock document has become out of date as a result of the change of legal relations, in particular in the event of a change in the nominal value or the merger of shares, the company may call on the shareholder, by means of a notice or registered letter, to submit a stock document in a company to change the content of the document or its exchange, with the threat of invalidity of the action document. The time limit for the submission of the action document shall not be less than two weeks from the date of notice of the call or the service of the registered letter.

§ 2. A new action document shall be issued in place of the invalidated action. The costs of invalidating the stock document and issuing a new document shall be borne by the

§ 3. The Management Board announces a list of the invalidated shares documents within four weeks from the date of the resolution of the resolution of their annulment.

Article 359. [ Closure of shares] § 1. The shares may be waived in the event that the statutes do so. The action may be waived either with the consent of the shareholder by way of its acquisition by the company (voluntary remission), or without the shareholder's consent (forced write-offs). Voluntary remission shall not be made more than once in the financial year. The conditions and the procedure for compulsory redemption shall be determined by the statutes.

§ 2. The killing of shares requires a resolution of the general meeting. The resolution should specify, in particular, the legal basis for the write-off, the amount of remuneration available to the shareholder of shares to be remitted or the justification for the write-off of shares without remuneration and the way in which the share capital is reduced. Compulsory write-offs shall be subject to remuneration which may not be lower than the value per share of the net assets shown in the financial statements for the last financial year, less the amount to be allocated to the distribution of the assets of the assets, shareholders.

§ 3. The decision to remit the shares shall be published.

§ 4. The resolution of the amendment of the statutes on the redemption of shares should be motivated.

§ 5. The amendment of the statutes providing for compulsory redemption of shares may not relate to shares which were covered prior to its entry in the register.

§ 6. The statutes may provide that the shares are remitted in the event of the destruction of a particular event without the adoption of a resolution by the General Assembly. The provisions on forced redemption shall then apply.

§ 7. In the event of the destruction specified in the statutes of the event referred to in § 6, the Management Board shall immediately adopt a resolution on the reduction of the share capital.

Article 360. [ Conditions necessary for the redemption of shares] § 1. The write-off of shares requires a reduction in the share capital. The resolution on the reduction of share capital should be taken at the general meeting at which the resolution on the remission of shares was adopted.

§ 2. Requirements referred to in art. 456, shall not apply to the redemption of shares:

1) when the company retains its own shares acquired free of charge for the purpose of their redemption or

(2) if the remuneration of the shareholders of the shares remitted is to be paid only from the amount which, in accordance with the Article, 348 § 1 may be intended for division, or

3) when the remission occurs without any benefits to the shareholders, with the exception of the award of utility certificates.

§ 3. The provisions of § 2 shall apply only to the write-off of shares which have been fully covered.

§ 4. The remission of shares shall take place as soon as the share capital is reduced. However, in the case referred to in paragraph 2 (2), from the time when the company has fulfilled the benefit to the shareholder, the shares in which the shares are redeemed are not possible to exercise their rights.

Article 361. [ Certificates of use] § 1. The statutes may provide that, in exchange for the shares, the remitted company shall issue certificates of use without a specified nominal value. The performance certificates may be imitated or bearer.

(2) If the statutes do not provide otherwise, the certificates of use shall be equal to the shares in the dividend and the surplus assets of the company remaining after the nominal value of the shares has been covered.

§ 3. The holder of the certificate in use shall not be liable for any obligations relating to the remitted share and shall not be entitled to any rights of participation, except in the case of the powers referred to in § 2.

Article 362. [ Prohibition on the acquisition of own shares] § 1. The Company may not acquire the shares issued by it (own shares). This prohibition shall not apply:

1) the acquisition of shares in order to prevent a direct threat to the company of serious harm;

2) the acquisition of shares to be offered to the acquisition of employees or persons who have been employed in a company or a company affiliated with it for a period of at least three years;

(2a) a public company which acquires shares in order to meet the obligations arising from debt instruments convertible into shares;

3) the acquisition of shares in the way of universal succession;

4) a financial institution which acquires for remuneration a fully covered share of the shares on the other account in order to further resale them;

5) the acquisition of shares for the purpose of their redemption;

6) the acquisition of fully covered shares by execution in order to satisfy the company's claims, which cannot be satisfied by any other way from the shareholder's property;

7) the acquisition of fully covered shares free of charge;

(8) acquisitions on the basis of and within the limits of the authorisation granted by the general meeting; the authorisation should specify the conditions of acquisition, including the maximum number of shares to be acquired, the period of authorisation which may not exceed five years, and the maximum and the minimum amount to be paid for the shares purchased, if the acquisition is made against payment;

9) the acquisition of shares in other cases provided for in the Act.

§ 2. In the cases referred to in § 1, points 1, 2 and 8, the acquisition of own shares by the company shall be permitted only if the following cumulative conditions are met:

1) the acquired shares have been fully covered;

2) the total nominal value of the acquired shares does not exceed 20% of the share capital of the company, including the nominal value of other own shares which have not been sold by the zbyte;

3. the total purchase price of the own shares, plus the cost of their acquisition, shall not be higher than the reserve capital created for that purpose from the amount which according to art. 348 § 1 may be intended for division.

§ 3. The provisions of § 1 and § 2 and art. 363-365 shall apply mutatis mutandis to the establishment of a pledge on the company's own shares. This does not apply to the financial institution if the establishment of a pledge in shares is linked to the subject matter of its activities.

§ 4. The provisions of Article 4 362-365 shall apply mutatis mutandis to the acquisition of the parent company's own shares by the subsidiary or the subsidiary. This also applies to persons acting on their behalf.

Article 363. [ Acquisition of own shares] § 1. In the cases referred to in Article 362 § 1 points 1 and 8 the Management Board is obliged to notify the nearest general meeting about the causes or purpose of the acquisition of own shares, the number and nominal value of these shares, their share in the share capital, as well as the value of the benefit fulfilled in exchange for acquired shares.

§ 2. In the event of the acquisition of own shares by a company or by a person acting in his own name but on the company's behalf, the management report referred to in art. § 395 § 2 point 1, should contain:

1) the justification for the acquisition of own shares in a given financial year;

2) the number and nominal value of the shares acquired or disposed of in the financial year, as well as the determination of the percentage which the shares represent in the share capital;

3) in the case of acquisitions or disposals of a paid, obtained price or value of another mutual benefit;

4) the number and the nominal value of the acquired and retained shares, as well as the determination of their percentage share in the share capital.

§ 3. Shares acquired for the purposes laid down in Article 362 § 1 point 2 should be offered to employees or any other indicated in that provision to persons not later than the end of the year from the date of their acquisition by the company.

§ 4. Shares acquired in breach of the provisions of Article 362 § 1 or 2 should be disposed within a period of one year from the date of their acquisition by the company. In other cases, this part of the company's own shares acquired under the provisions of Article 362 § 1 points 3, 4 and 6 and provisions aimed at the protection of minority shareholders, which exceeds 10% of the company's share capital, should be disposed of within two years from the date of acquisition.

§ 5. If the own shares have not been disposed of within the time limits laid down in § 3 or 4, the Management Board shall carry out their immediate remission without convening the general meeting. Article Recipe 359 § 7 shall apply mutatis mutandis.

§ 6. The own shares must be included in the balance sheet of a separate asset item. At the same time, the reserve capital should be reduced for own shares created in accordance with Article 4 of 362 § 2 point 3 and, accordingly, increase the capital or capital from which it was created.

Article 364. [ Share rights of the company from its own shares] § 1. Regulation of legal acts in violation of the provisions of Article 362 are important.

§ 2. The Company does not exercise the equity rights of its own shares, with the exception of the powers to dispose of them or to carry out activities which are intended to preserve those rights.

Article 365. [ Acquisition of own shares by a third party] § 1. The acquisition of own shares of the company by a third party, acting on the company's account, shall be allowed if the company is also entitled to acquire these shares in accordance with art. 362.

§ 2. When calculating the share of own shares in the share capital in accordance with art. 362 § 2 pt. 2 and art. 363 § 2 (2) and (4) shall include the value of shares held by a subsidiary or a subsidiary, and a third party, acting on the account of the company or the company or cooperatives dependent on it.

Article 366. [ The concept of own shares] § 1. The Company may not include its own shares. This prohibition shall also apply to the acceptance of a company's shares by a subsidiary company or cooperative.

§ 2. Taking action in violation of the provisions of § 1 shall be valid.

§ 3. Where an action is taken in breach of the provisions of Article 1, a member of the Management Board shall be jointly and severally liable with the person who covered the shares for the full payment of the shares, unless he is not guilty.

§ 4. Where the shares of a company are covered by a person acting in his own name but on the account of a company or a cooperative company or cooperative, an enclosing subsidiary shall be deemed to be a self-employed person.

§ 5. The provisions of paragraphs 1 to 4 shall apply mutatis mutandis to the inclusion of own shares in the event of a company's association.

Article 367. [ Application of provisions of the Act] The provisions of Article 4 363 § 4, first sentence, § 5 and 6 and art. 364 § 2 applies to own shares covered by the company in violation of the provision of art. 366 § 1.

Chapter 3

Company organs

Division 1

Management Board

Article 368. [ Company's Management Board] § 1. The Management Board shall carry out the company's affairs and represent

§ 2. The Management Board shall consist of one or more members.

§ 3. Persons from or outside their shareholders may be appointed to the Management Board.

§ 4. The members of the Management Board shall appoint and cancel the Supervisory Board, unless otherwise provided for in the Articles of Association. A member of the Management Board may be cancelled or suspended in the activities also by the General Assembly.

Article 369. [ Mandate of the Management Board Member] § 1. The term of office of a member of the Management Board may not be longer than five years (term of office). The re-appointment of the same person as a member of the Management Board shall be allowed for the term of office of not more than five years. The appointment may take place no earlier than one year before the expiry of the current term of office of the Management Board

§ 2. The statutes may, within the limits of time referred to in § 1, establish a partial renewal of the management board in such a way that a number of members of the management board successively resolve either by drawing lots or by seniority of choice or by other means.

§ 3. If the statutes provide that the members of the Management Board are appointed for the term of the joint term of office, the mandate of the member of the Management Board appointed before the expiry of the given term of office of the Management Board shall terminate simultaneously with the expiry of the mandates of the other members of the Management Board companies in other words.

§ 4. The mandate of a member of the Management Board shall expire at the latest on the day of the general meeting of the approval of the financial statements for the last full year of the Management Board's duties

§ 5. The term of office of a member of the Management Board shall also be due to the death, resignation or cancellation

§ 6. The provisions on termination of the order by the transferor shall apply mutatis mutandis to the resignation of a member of the Management Board

Article 370. [ Reference Member of the Management Board] § 1. A member of the Management Board may be cancelled at any time. It shall not deprive him of any claim from employment or any other legal relationship relating to the performance of a member of the Management Board.

§ 2. The articles of the company may contain other provisions, in particular restrict the right of appeal to valid reasons.

§ 3. The revoked member of the Management Board shall be entitled and shall provide an explanation in the course of the preparation of the Management Board's report and the financial statements, covering the period of his/her duties as a member of the Management Board, and to participate in the general meeting. approving the reports referred to in Article § 395 § 2 point 1, unless the act of appeal provides otherwise.

Article 371. [ Prosecutor] § 1. If the Management Board is multi-faceted, all its members shall be obliged and entitled to conduct the company's affairs jointly, unless otherwise provided for in the Statutes.

§ 2. Resolutions of the Management Board shall be decided by an absolute majority of votes, unless the statutes provide otherwise. The statutes may provide that, in the event of equality of votes, the President of the Management Board shall vote, as well as confer upon him certain powers concerning the management of the works of the Management Board.

§ 3. Decisions of the Management Board may be taken if all the members have been duly notified of the meeting of the Management Board.

§ 4. The appointment of a prosecutor requires the approval of all members of the

§ 5. I can cancel the D.A., maybe any board member.

§ 6. Where the statutes do not confer a supervisory board or a general meeting of the right to adopt or approve the rules of procedure of the Management Board, the Management Board may adopt its rules of procedure.

Article 372. [ Right of representation of the company by a member of the § 1. The right of a member of the Management Board to represent the company shall concern all judicial and out-of-court companies.

§ 2. The rights of a member of the Management Board to represent a company cannot be limited with legal effect to third parties.

Article 373. [ Way of representation of the company with multi-pilot management] § 1. If the Management Board is multi-person, the way of representing the company determines its statutes. Where the statutes do not contain any provisions on the subject, two members of the management board or one member of the management board, including the public prosecutor, shall be jointly required to make statements on behalf of the company.

§ 2. The certificates to the company and the service of letters to the company may be made to a single member of the management board or prosecutor.

§ 3. The provisions of § 1 and § 2 shall not exclude the establishment of a single or a total procurator and shall not restrict the rights of public prosecutors under the provisions of the procur.

Article 374. [ Letters and commercial orders of the company] § 1. The writings and commercial orders placed by the company in paper and electronic form, as well as information on the company's websites should contain:

1) the company's company, its registered office and address;

2) the designation of the registry court in which the documentation of the company is kept and the number under which the company is entered in the register;

3) tax identification number (NIP);

4) the amount of share capital and paid-in capital.

§ 2. (repealed).

§ 3. (repealed).

§ 4. The provision of § 1 shall apply mutatis mutandis to a branch of a joint stock company established abroad.

Article 375. [ Restrictions on board members] The members of the Management Board shall, in respect of the company, be subject to the restrictions laid down in this chapter, the statutes, the rules of management and the resolutions of the Supervisory Board and the General Assembly.

Article 375 1 . [ Prohibition of issuing binding orders] The General Assembly and the Supervisory Board shall not give the Management Board any binding instructions on the conduct of the company's affairs.

Article 376. [ Logging of management resolutions] The resolutions of the Management Board shall be logged. The minutes shall include the agendas, the names and names of the members present, the number of votes cast for each resolution and the separate sentences. The minutes shall be signed by members of the Management Board.

Article 377. [ Hold of a member of the Management Board from the settlement of cases] In the event of a conflict of interests of a company with the interests of a member of the management board, his spouse, relatives and obligations to the other, and persons with whom he is personally affiliated, the member of the management board should refrain from taking part in the decision of such cases and may request that the minutes be checked.

Article 378. [ Remuneration of members of the Board] § 1. The Supervisory Board shall determine the remuneration of the members of the Management Board recruited on the basis of a contract of employment or any other contract, unless the statutes provide otherwise.

§ 2. The General Assembly may authorize the supervisory board to establish that the remuneration of the members of the Management Board also includes the right to a particular share in the annual profit of the company, which is intended to be distributed among the shareholders in accordance with art. § 1.

Article 379. [ Representation of the company to the board member] § 1. In the contract between the company and a member of the management board, as well as in the dispute with it, the company represents the supervisory board or a proxy appointed by the resolution of the general meeting.

§ 1 1 . Resolutions of the appointment of a proxy referred to in § 1, appointed to conclude with a member of the Management Board of the contract of the company to be concluded with the use of the contract pattern, may be made using the pattern provided by the system IT.

§ 2. In the event that the shareholder referred to in art. 303 § 2, at the same time as the sole member of the Board, the provision of § 1 does not apply. The legal action between this shareholder and the company represented by him requires the form of a notarial deed. Whenever such a legal action is carried out, the notary shall notify the court of registry by sending a copy of the notarial deed.

§ 3. The requirement to maintain the form of a notarial deed referred to in § 2 shall not apply to a legal act carried out using a pattern made available in the IT system.

Article 380. [ Prohibition of competition] § 1. A member of the Management Board may not, without the consent of the company, deal with competitive interests or participate in a competitive company as a partner in a civil partnership, a personal partnership or as a member of a body of a capital company or participate in another competitive legal person as a member of the body. This prohibition shall also include participation in a competitive capital company in the event that a member of the management board holds at least 10% of the shares or shares or the right to appoint at least one member of the management board.

§ 2. If the statutes do not provide otherwise, the consent shall be granted by the authority authorised to appoint the Management Board.

Division 2

Supervision

Article 381. [ Supervisory Board] A supervisory board shall be established in a joint-stock company.

Article 382. [ Powers of the Supervisory Board] § 1. The Supervisory Board shall exercise constant supervision over the company's activities in all areas of its activities.

§ 2. (repealed).

§ 3. The specific responsibilities of the Supervisory Board should be assessed on the basis of the reports referred to in Article 4. (1), as regards their conformity with the accounts and documents and the facts, and the conclusions of the Management Board concerning the distribution of the profit or the coverage of the loss, as well as the submission to the general meeting of the annual report on the results of that ratings.

§ 4. In order to carry out its duties, the Supervisory Board may examine all documents of the company, request from the Management Board and employees of the reports and explanations and to review the assets of the company.

Article 383. [ Powers of the Supervisory Board] § 1. The powers of the Supervisory Board should also be suspended, for important reasons, in the activities of individual or all members of the Management Board and the delegation of members of the Supervisory Board, for a period of not more than three months, for temporary execution The tasks of the members of the Management Board who have been cancelled, resigned or for other reasons shall not be able to exercise their duties.

§ 2. Where a member of the Management Board is unable to act, the supervisory board should immediately take appropriate action to make a change to the composition of the Management Board.

Article 384. [ Extension of supervisory board powers] § 1. The statutes may extend the powers of the supervisory board and, in particular, provide that the Management Board is required to obtain the approval of the Supervisory Board prior to the accomplishment specified in the Statutes of the Action.

§ 2. If the Supervisory Board does not agree to the performance of a particular task, the Management Board may request the General Assembly to take a resolution to give its consent to this task.

Article 385. [ Composition and selection of supervisory board] § 1. The Supervisory Board shall consist of at least three, and in public companies, at least five members, appointed and cancelled by the General Assembly.

§ 2. The statutes may provide for another way of appointing or cancelling members of the supervisory board.

§ 3. At the request of the shareholders, representing at least one fifth of the share capital, the choice of the supervisory board should be made by the nearest general meeting by way of voting by separate groups, even when the statutes provide for a different way the appointment of the Supervisory Board.

§ 4. If the supervisory board is composed of a person appointed by an entity as defined in the separate law, only the other members of the supervisory board shall be elected.

§ 5. The persons representing at the general meeting this part of the shares, which falls from the distribution of the total number of shares represented by the number of members of the Board, may form a separate group for the selection of one member of the Board, but do not take part in the selection other members.

§ 6. Mandates in the supervisory board vacant by the relevant group of shareholders, established in accordance with § 5, shall be filled by a vote in which all the shareholders whose votes have not been cast in the election of the members of the supervisory board shall be held, by voting by separate groups.

§ 7. If at least one of the groups capable of electing a member of the supervisory board does not occur at the general meeting referred to in § 3, no elections shall be made.

§ 8. At the time of the selection of one or more members of the Supervisory Board in accordance with the provisions of § 3-7, the pre-term mandates of all existing members of the Supervisory Board shall be terminated, except for the persons referred to in § 4.

§ 9. The vote referred to in § 3 and § 6 of each action shall have only one vote without the privileges or restrictions, taking into account art. 353 § 3.

Article 386. [ Personnel of Supervisory Board Member] § 1. The term of office of a member of the supervisory board shall not be longer than five years.

§ 2. Rules of Art. 369 and art. 370 shall apply mutatis mutandis.

Article 387. [ Prohibition of link to function] § 1. A member of the management board, the procurator, the liquidator, the head of the branch or the establishment and the head office of the accounting officer, the legal adviser or the lawyer shall not be a member of the supervisory board at the same time.

§ 2. Paragraph 1 shall also apply to other persons who are directly subject to a member of the Executive Board or to the liquidator.

§ 3. The provision of § 1 shall apply mutatis mutandis to the members of the management board and liquidators of the company or of the subsidiary.

Article 388. [ Resolutions of the Supervisory Board] § 1. The Board of Supervisors shall adopt resolutions if at least half of its members are present at the meeting and all members of the Supervisory Board are invited. The statutes may provide for stricter requirements for the quorum of the Supervisory Board.

§ 2. The statute may provide that the members of the supervisory board may take part in the adoption of the council resolution by giving their vote in writing through another member of the supervisory board. The voting in writing may not relate to cases entered on the agenda at the meeting of the supervisory board.

§ 3. The adoption of a decision by the supervisory board in writing or by means of direct distance communication shall be admissible only if the statutes provide for such a measure. The resolution is important when all the members of the council have been notified of the content of the draft resolution.

§ 4. Taking resolutions in accordance with the procedure laid down in § 2 and § 3 does not concern the election of the Chairperson and the Vice-Chairman of the Supervisory Board, appointment of a member of the Management Board and the appeal and suspension in the activities of those persons.

Article 389. [ Convening of the Supervisory Board] § 1. The Management Board or a member of the Supervisory Board may request the convening of the Supervisory Board, giving the proposed agenda. The Chairperson of the Supervisory Board shall convene a meeting within two weeks of the receipt of the request.

§ 2. If the chairman of the supervisory board fails to convene a meeting in accordance with § 1, the applicant may convene it by himself, giving the date, place and proposed agenda.

§ 3. The Supervisory Board should be convened as necessary, but not less frequently than three times in the financial year.

Article 390. [ A way of carrying out supervisory activities by the Council] § 1. The Supervisory Board shall carry out its duties collegially, but may delegate its members to carry out specific supervisory activities.

§ 2. If the supervisory board is chosen by way of voting by separate groups, each group has the right to delegate one of the members of the supervisory board of their choice to the continuous individual exercise of their supervisory activities. These members shall have the right to participate in the meetings of the Management Board with a consultative voice. The Executive Board shall be obliged to notify them in advance of each of its meetings.

§ 3. The members of the supervisory board, delegated to the permanent individual supervision exercise, shall receive a separate remuneration, the amount of which shall be determined by the general meeting. The General Assembly may entrust this authority to the supervisory board. Such members shall be subject to the prohibition of competition referred to in Article 4. 380.

Article 391. [ Validity of the Supervisory Board's resolution] § 1. The resolutions of the Supervisory Board shall be decided by an absolute majority of votes, unless the statutes provide otherwise. The statutes may provide that, in the event of equality of votes, the Chairperson of the Supervisory Board shall be heard.

§ 2. The provisions of the Board of Directors shall apply mutatis mutandis to the Protocols of the Supervisory Board.

§ 3. The General Assembly may adopt the rules of procedure of the Supervisory Board, specifying its organisation and the manner in which it is to be performed The statutes may authorise the Supervisory Board to enact its Rules of Procedure.

Article 392. [ Remuneration of members of the Supervisory Board] § 1. The members of the supervisory board may be remunerated. The remuneration shall be determined by the statutes or the resolution of the general meeting.

§ 2. The remuneration of the members of the Board in the form of a right of participation in the profit of the company for a given financial year, intended for the division between shareholders in accordance with art 347 § 1, may enact only the general meeting.

§ 3. The members of the Supervisory Board shall be entitled to reimbursement of the costs associated with the participation in the work

Division 3

General Assembly

Article 393. [ Cases requiring the resolution of the General Assembly] Resolutions of the General Assembly, other than other matters listed in this chapter or in the Statutes, shall require:

1) the examination and approval of the management report on the company's activities and the financial statements for the previous financial year and the granting of discharge to the members of the bodies of the company in the performance of their duties;

(2) an order relating to claims to make good the damage caused by the company or the management or supervision of the company;

3) the divestment and leasing of the company or its organised part and the establishment of a limited legal right on them;

4) acquisition and disposal of immovable property, perpetual usualment or participation in real estate, unless the statutes provide otherwise;

5) issue of convertible bonds or with the right of priority and the issue of subscription warrants referred to in art. 453 § 2;

6) the acquisition of own shares in the case referred to in art. 362 § 1 point 2 and the authorisation to acquire them in the case referred to in art. 362 § 1 point 8;

7) conclusion of the contract referred to in art. 7.

Article 394. [ Contract for the acquisition of property for the company] § 1. Contracts for the acquisition for the company of any property, at a price exceeding one tenth of the paid share capital, from the founder or shareholder or for the company or cooperative subsidiary of the founder or the shareholder of the company, concluded before two years after the date of registration of the company, require a resolution of the general meeting, which is taken by a two-thirds majority.

§ 2. The provision of § 1 shall also apply to the acquisition of property from a parent company or a subsidiary company or cooperative.

§ 3. A management report meeting the conditions laid down in Article 4 shall be submitted to the General Assembly. 311. The report shall be examined and announced before the general meeting in the manner laid down in Article 4. § 7. The provisions of Article 4 312 1 shall apply mutatis mutandis.

§ 4. The provisions of § 1-3 do not apply to the acquisition of property on the basis of the provisions on public procurement, liquidation, bankruptcy and enforcement proceedings, and to the acquisition of securities and goods on a regulated market.

Article 395. [ Ordinary General Meeting] § 1. The ordinary general meeting shall be held within six months of the end of each financial year.

§ 2. The subject of the ordinary general meeting should be:

1) the consideration and approval of the Management Board's report on the activities of the company and the financial statements for the previous financial year;

(2) the resolution of the resolution on the distribution of profit or loss of loss;

3. grant discharge to the members of the bodies of the company in respect of their duties.

§ 3. The provision of § 2 (3) applies to all persons who have been members of the company's bodies in the last financial year. The members of the bodies of the company whose mandates have expired before the day of the general meeting shall have the right to participate in the assembly, review the documents referred to in § 4 and submit their comments in writing to them. A request for the exercise of these powers should be submitted to the Management Board in writing at the latest one week before the general meeting.

§ 4. Copies of the Management Board's report on the company's activities and financial statements together with the write-down of the supervisory board report and the auditor's opinion are issued to shareholders at their request, at the latest fifteen days before the general meeting.

§ 5. The subject of the ordinary general meeting may also be the consideration and approval of the financial statements of the group within the meaning of the accounting regulations and other matters other than those mentioned in § 2.

§ 6. For the financial year in which the activity of the company has been suspended at all times and there has been no closure of the accounts at the end of that financial year, the ordinary general meeting may not be held on the basis of a resolution of the general meeting. In such a case, the deliberations of the next ordinary general meeting shall also be the cases referred to in § 2 concerning the financial year in which the company's activities were suspended.

Article 396. [ Backup Capital] § 1. To cover the loss, a reserve of at least 8% of the profit for the financial year should be set up until the capital reaches at least one third of the share capital.

§ 2. As a reserve, the excess amount must be transferred in excess of the share issue above their nominal value and the other one after covering the cost of the share issue.

§ 3. The reserves shall also be affected by the payments which the shareholders shall pay in return for the grant of the specific rights of their existing shares, provided that such aid is not used to compensate for exceptional write-offs or losses.

§ 4. The statutes may provide for the creation of other capital to cover specific losses or expenses (reserve capital).

§ 5. The use of the reserve and reserve capital shall be settled by the general meeting; however, the share of the reserve of one third of the share capital may be used only to cover the loss shown in the financial statements.

Article 397. [ Management Board proceedings in case of loss in the balance sheet] If the balance sheet drawn up by the Management Board shows a loss in excess of the sum of the reserves and reserves and one third of the share capital, the management board shall immediately convene the general meeting with a view to adopting a resolution on the continuation of the existence of the company

Article 398. [ Extraordinary General Meeting] An extraordinary general meeting shall be convened in the cases referred to in this chapter or in the statutes, and when the authorities or persons entitled to convene general meetings consider this to be indicated.

Article 399. [ Entitled to convene a general meeting] § 1. The General Assembly shall convene the Board.

§ 2. The Supervisory Board may convene an ordinary general meeting if the Management Board fails to convene it within the period specified in this Chapter or in the statutes, and an extraordinary general meeting if the convening of it considers it advisable.

§ 3. Shareholders representing at least half of the share capital or at least half of the total voting rights in the company may convene an extraordinary general meeting. The shareholders shall appoint the chairman of that assembly.

§ 4. The statutes may authorise the convening of an ordinary general meeting if the Management Board fails to convene it within the time limit set out in this Chapter or in the statutes, and to convene an extraordinary general meeting, including other persons.

Article 400. [ Entitled to convene an extraordinary general meeting] § 1. A shareholder or shareholders representing at least one twentieth of the share capital may request the convening of an extraordinary general meeting and placing specific cases on the agenda of the assembly; the statutes may authorise the request the convening of an extraordinary general meeting of shareholders representing less than one twentieth of the share capital.

§ 2. Request to convene an extraordinary general meeting shall be submitted to the Management Board in writing or in electronic form.

§ 3. If, within two weeks of the day of submission of the request to the Management Board, the Extraordinary General Meeting is not convened, the registry court may authorise the convening of an extraordinary general meeting of shareholders existing with that request. The Tribunal shall designate the President of that assembly

§ 4. The assembly referred to in § 1 shall make a resolution, whether the costs of convening and holding the congregation are to be borne by the company. The shareholders, at the request of which the assembly is called, may ask the register court for an exemption from the obligation to cover the costs imposed by the resolution of the congregation.

§ 5. In the notice of convening an extraordinary general meeting as referred to in paragraph 3, the order of the court of registry shall be invoked.

Article 401. [ agenda] § 1. A shareholder or shareholders representing at least one twentieth of the share capital may demand that specific cases be placed on the agenda of the nearest general meeting. The request should be notified to the Management Board not later than fourteen days before the designated date of the assembly. In a public company, this term is twenty-one days. The request shall contain a statement of reasons or a draft resolution on the proposed item on the agenda. The request can be made in an electronic form.

§ 2. The Management Board shall be obliged immediately, however not later than four days before the designated date of the General Assembly, to announce the changes to the agenda, introduced at the request of the shareholders. In a public company, this term is eighteen days. The announcement shall be made in a manner appropriate to the convening of the General Assembly.

§ 3. If the General Assembly is convened in accordance with art. 402 § 3, provisions § 1 and 2 shall not apply.

§ 4. A shareholder or shareholders of a public company representing at least one twentieth of the share capital may, before the date of the general meeting, report to the company in writing or with the use of electronic means of electronic communication projects on matters put on the agenda of the General Assembly or the cases to be put on the agenda. The company shall immediately announce draft resolutions on the website.

§ 5. Each shareholder may report draft resolutions on the matters put on the agenda at the general meeting.

§ 6. The statutes may authorise the request to place specific cases on the agenda of the nearest general meeting and to report to the company in writing or by means of electronic communication draft resolutions concerning matters relating to entered on the agenda of the General Assembly or the cases to be entered on the agenda, shareholders representing less than one twentieth of the share capital.

Article 402. [ Convening of the General Assembly] § 1. The General Assembly shall be convened by an announcement, which shall be made at least three weeks before the date of the General Assembly.

§ 2. The notice shall indicate the date, time and place of the general meeting and the detailed agenda. In the event of a proposed amendment to the statutes, the provisions in force and the content of the proposed amendments shall be set up. If justified by a significant scope of the intended changes, the notice may include a draft of the new text of the single statutes, together with the calculation of the new or amended provisions of the statutes.

§ 3. If all shares issued by the company are imienne, the general meeting may be convened by registered letters or mail sent by a courier, sent at least two weeks before the date of the general meeting. The date of dispatch of the letters shall be deemed to be the day Instead of a registered letter or a mail sent by a courier, the notice may be sent to the shareholder by e-mail if he has previously expressed his written consent, giving the address to which the notification should be sent.

Article 402 1 . [ The convening of the general meeting in the public company] § 1. The general assembly of a public company shall be convened by an announcement made on the company's website and in the manner specified for the transmission of current information in accordance with the provisions on public offering and the conditions for introducing instruments financial services to organised trading and public companies.

§ 2. The notice should be made at least twenty six days before the date of the general meeting.

Article 402 2 . [ Elements of the announcement of a general meeting in a public company] The announcement of a general meeting of a public company should include at least:

1) the date, time and place of the general meeting and the detailed agenda of the meeting;

2. a precise description of the procedures for participation in the general meeting and the exercise of the right to vote, in particular the following:

(a) the right of a shareholder to demand that particular cases be placed on the agenda of the general meeting,

(b) the right of a shareholder to submit draft resolutions concerning matters entered on the agenda of the general meeting or matters to be put on the agenda before the date of the general meeting,

(c) the right of the shareholder to submit draft resolutions concerning matters entered on the agenda during the general meeting,

(d) the manner in which the proxy is exercising the right to vote, including in particular the forms used to vote by the proxy, and the manner in which the company is to be notified using electronic means of communication a proxy,

(e) the possibilities and manner of participation in the general meeting by means of electronic means of communication,

(f) the way in which the general meeting is to be spoken by means of electronic means of communication,

(g) the way in which the voting rights are carried out by correspondence or by means of electronic means of communication;

3) the day of registration of participation in the general meeting referred to in art. 406 1 ;

4) information that the right to participate in the general meeting shall have only the persons who are the shareholders of the company on the date of registration of participation in the general meeting;

5) an indication of where and how the person entitled to participate in the general meeting can obtain the full text of the documentation to be presented to the general meeting, and draft resolutions or, if no resolutions are foreseen, the comments of the Management Board or the Supervisory Board of the company concerning matters entered on the agenda of the General Assembly or matters to be put on the agenda before the date of the General Meeting;

6) an indication of the address of the website, on which the information concerning the general meeting will be made available.

Article 402 3 . [ Information posted on the website of the public company] § 1. The public company shall conduct its own website and publish on it from the date of the convening of the general meeting:

1) an announcement on the convening of the General Assembly;

2) information about the total number of shares in the company and the number of votes from those shares on the day of the announcement, and if the shares are of different kinds-also about the distribution of shares into individual types and the number of votes from shares of particular types;

3) the documentation to be presented to the general meeting;

4) draft resolutions or, if no resolutions are foreseen, the comments of the management board or the supervisory board of the company, concerning the cases entered on the agenda of the general meeting or the cases to be put on the agenda before the deadline the General Assembly;

5) forms allowing for the exercise of the right to vote by a proxy or by correspondence, if they are not sent directly to all shareholders.

§ 2. If the forms referred to in § 1 (5) for technical reasons cannot be made available on the website, the public company shall indicate on this page the manner and place of obtaining the forms. In such a case, the public company sends the forms free of charge through the postal operator within the meaning of the Act of 23 November 2012. -Postal law (Dz. U. Entry 1529) to each shareholder at his/her request.

§ 3. The forms referred to in paragraph 1 (5) shall include the proposed content of the resolution of the general meeting and shall allow:

1) the identification of the shareholder giving the vote and his proxy, if the shareholder exercises the right to vote by the proxy;

2. giving a voice within the meaning of the Article. 4 § 1 point 9;

3) to object to the shareholders voting against the resolution;

4) the insertion of instructions on how to vote for each of the resolutions on which the proxy is to be voted on.

Article 403. [ Place of convening of the general meeting] The General Assembly shall take place at the company's premises. A general meeting of a public company may also take place in a place where the shares of that company are traded in the place of the company. The statutes may contain different provisions concerning the place of convening the General Assembly, however, the assemblies may take place exclusively in the territory of the Republic of Poland.

Art. 404. [ Adoption of matters not covered by the agenda] § 1. No resolution may be taken on matters not covered by the agenda, unless the entire share capital is represented at the general meeting and none of the present capital has objected to the resolution of the resolution.

§ 2. An application for the convening of an extraordinary general meeting and requests for an ordinal nature may be adopted even though they were not on the agenda.

Article 405. [ The resolutions are taken in the absence of the General Assembly] § 1. A resolution may be taken, in the absence of a formal congregation, if the entire share capital is represented and none of the current members has objected to the general meeting or the transfer of individual cases to the General Assembly. the agenda.

§ 2. (repealed).

Article 406. [ Entities entitled to participate in the General Meeting] § 1. Registered shares and temporary certificates and users entitled to vote shall have the right to participate in the general meeting of a non-public company if they have been entered in the book at least one week. before the general meeting.

§ 2. The bearer shares give the right to participate in the general assembly of a non-public company, if the shares documents are deposited in the company at least one week before the date of the assembly and will not be received before it is completed. Instead of an action, a certificate may be submitted to proof that the shares have been deposited with a notary, at a bank or an investment firm established in the territory of the European Union or a State party to the agreement on the European Union The economic, indicated in the announcement of the convening of the General Assembly. The certificate shall indicate the number of the action documents and state that the action documents will not be issued before the end of the general meeting.

Article 406 1 . [ The right to participate in the general meeting of the public company] § 1. The right to participate in the general meeting of a public company shall have only the persons who are shareholders of the company for sixteen days before the date of the general meeting (registration day of participation in the general meeting).

§ 2. The day of registration of participation in the general meeting shall be uniform for the eligible bearer shares and registered shares.

Article 406 2 . [ Condition for Participating in General Assembly] Entitled from registered shares and temporary certificates and pledges and users entitled to vote shall have the right to participate in the general meeting of the public company, if they are entered in the book of shares on the date of registration of the participation in the public company to the general meeting.

Article 406 3 . [ Bearer Shares] § 1. Bearer shares in the form of a document give the right to participate in the general meeting of a public company, if the shares documents are deposited in the company no later than on the day of registration of participation in the general meeting and will not be received before the end of the day. Instead of an action, a certificate may be submitted to proof that the shares have been deposited with a notary, at a bank or an investment firm established in the territory of the European Union or a State party to the agreement on the European Union The economic, indicated in the announcement of the convening of the General Assembly. The certificate indicates the number of the action documents and states that the action documents will not be issued before the end of the registration date for participation in the general meeting.

§ 2. On the request of the authorized from dematerialized bearer shares of a public company declared no earlier than after the announcement of the convening of the general meeting and not later than on the first weekday after the day of registration of the participation in the fighting the entity conducting the securities account shall issue an imitation certificate of participation in the general meeting.

§ 3. The certificate referred to in paragraph 2 shall include:

1) the company (name), the seat, the address and the stamp of the issuing, and the number of the certificate;

2) the number of shares;

3) the type and code of the action;

4) the company (name), the registered office and the address of the public company which issued the shares;

5) the nominal value of the shares;

6) the name or company (name) of the holder of the shares;

7. the seat (place of residence) and the address of the rightholder;

8. the purpose of issuing the certificate;

(9) the date and place of issue of the certificate;

10) signature of the person authorized to issue the certificate.

§ 4. A part or all of the shares registered in the securities account shall be indicated at the request of the holder of the dematerialised bearer shares in the certificate.

§ 5. The provisions on trading in financial instruments may indicate other documents equivalent to the certificate, provided that the entity issuing such documents has been designated to the operator of the securities depositary for the public company.

§ 6. The list of eligible bearer shares to participate in the general meeting of a public company shall be determined on the basis of shares in the company in accordance with § 1 and the list drawn up by the entity conducting the securities depository according to the the provisions on trading in financial instruments.

§ 7. The entity conducting the securities depositary shall draw up the list referred to in § 6 on the basis of the lists to be transmitted no later than twelve days before the date of the general meeting by rightholder persons in accordance with the provisions on turnover financial instruments. The basis for the preparation of the lists to be provided to the entity conducting the securities depository shall be issued with a certificate of the right to participate in the general meeting of the public company.

§ 8. The entity conducting the CSD shall make available to the public a list referred to in § 6 using electronic means of communication no later than one week before the date of the general meeting. If, for technical reasons, the list cannot be made available in such a manner, the entity carrying out the CSD shall issue it in the form of a document drawn up in writing no later than six days before the date of the General Assembly; shall be followed at the premises of the governing body

Article 406 4 . [ Move action] A shareholder of a public company may transfer the shares between the day of registration of participation in the general meeting and the day of the end of the general meeting.

Article 406 5 . [ Use of electronic means of communication during the general meeting] § 1. The statutes may allow for participation in the general meeting by means of electronic means of communication, which shall include in particular:

1) the transmission of the deliberations of the general meeting in real time;

2) a two-way communication in real time, in which the shareholders may speak in the course of the general meeting, staying in a place other than the place of the meeting of the general meeting;

3) execution in person or by a proxy of the right to vote before or during the general meeting.

§ 2. In the event that the statutes allow participation in the general meeting using electronic means of communication, the participation of shareholders in the general meeting may be subject only to the requirements and restrictions which are necessary for identification shareholders and ensuring the security of electronic communications.

§ 3. The transmission of the proceedings of the general meeting in real time shall not affect the information obligations laid down in the provisions on public offering and the conditions for the introduction of financial instruments to organised trading system and companies public.

Article 406 6 . [ The right to participate in the general meeting] The members of the Management Board and the Supervisory Board shall have the right to participate in the General Meeting.

Article 407. [ Shareholders entitled to participate in the general meeting] § 1. List of shareholders entitled to participate in the general meeting, signed by the Management Board, containing the names and names of the (names) of the authorised, their place of residence (registered office), the number, type and number of shares and the number of the shares their votes should be placed on the premises of the Management Board for three days before the General Assembly is held. A natural person may provide an address for service instead of his place of residence. A shareholder may review the list of shareholders at the management board and demand a list of the list for the reimbursement of the costs of the shareholder.

§ 1 1 . Shareholder of a public company may request the transfer of the list of shareholders free of charge by e-mail, giving the address to which the list should be sent.

§ 2. The Shareholder shall have the right to request the issue of a copy of the applications in matters covered by the agenda within a week before the General Meeting.

§ 3. Where the right to vote on shares is entitled to a pledged or a user, that fact shall be marked on the list of shareholders at the request of the rightholder.

Article 408. [ Breaks in the deliberations of the General Assembly] § 1. If the provisions of this chapter or statute do not provide otherwise, the general meeting shall be valid regardless of the number of shares represented on it.

§ 2. The General Assembly may manage the breaks in the deliberations by a two-thirds majority. A total of 30 days may not be allowed to last for more than 30 days.

Article 409. [ The beginning of the general meeting] § 1. If the provisions of this chapter or statute do not provide otherwise, the general meeting shall be opened by the chairman of the supervisory board or by his/her deputy, and then from among those entitled to participate in the general meeting, the Chairperson shall be elected. In the absence of such persons, the general meeting shall be opened by the President of the Management Board or by the person

§ 2. The Chairman of the General Assembly shall not have the right, without the consent of the General Assembly, to remove or rearrange the order of the cases placed on the agenda.

Article 410. [ Attendees list] § 1. List of attendance containing the list of participants of the general meeting with the listing of the number of shares, which each presents, and serving the votes, signed by the Chairman of the General Assembly, should be drawn up immediately after the election the Chairperson and on the deliberations of the Assembly.

§ 2. At the request of the shareholders, holding one tenth of the share capital represented at this general meeting, the list of attendance should be checked by the commission selected for this purpose, composed of at least three people. Applicants shall have the right to choose one member.

Article 411. [ Voice] § 1. The action gives the right to one vote at the general meeting.

§ 2. The right to vote shall be entitled from the day of full coverage of the shares, unless the statutes provide otherwise.

§ 3. The statutes may restrict the voting rights of shareholders who have more than one tenth of the total voting rights in the company. The number of votes held by a shareholder shall be counted against the number of votes held by the shareholder as a pledging or user or under any other legal title. The limitation may also apply to other persons who have the right to vote as a pledger, a user or on the basis of other legal titles. This limitation may only concern the exercise of voting rights in shares exceeding the voting limit set out in the statutes.

§ 4. The statutes may also provide for the cumulation of votes belonging to the shareholders, between which there is a relationship of dominance or dependence within the meaning of this or a separate law, and shall specify the rules for the reduction of votes. In such a case, the votes of the shares of the parent company or of the subsidiary shall be counted against the shares of the parent company.

Article 411 1 . [ Exercise of voting rights by correspondence] § 1. A shareholder of a public company may cast a vote at the general meeting by correspondence, if it provides for the rules of procedure of the General Assembly.

§ 2. The public company shall immediately make available on the website the forms allowing for the exercise of the voting rights concerning draft resolutions reported by the shareholders and announced on the website in accordance with art. 401 § 4. Article Recipe 402 3 § 2 shall apply.

§ 3. A vote given in a form other than on a form, on a form which does not meet the requirements laid down in the Article. 402 3 § 3 or additional requirements provided for by the Company's statutes or the rules of the General Assembly shall be invalid.

§ 4. The public company shall take appropriate measures to identify the shareholder voting by correspondence. Those actions should be proportionate to the objective.

Article 411 2 . [ Voting by correspondent] § 1. The calculation of the quorum and the results of the vote shall take into account the votes cast, which the company received no later than at the time when the vote was ordered at the general meeting.

§ 2. The votes cast shall be made public from the moment of the announcement of the results of the vote.

§ 3. The submission of the opposition by correspondence is tantamount to making a request for a record of opposition by the shareholder present at the general meeting and entitles to challenge the resolution of the general meeting.

§ 4. The shareholder who has given the vote by correspondence loses the right to cast his vote at the general meeting. However, the ballot may, however, be cancelled by a statement made by the company. A declaration of appeal shall be effective if the company has taken place no later than at the time when the vote at the general meeting is ordered.

§ 5. A correspondence vote may also apply to the matters referred to in Article 4. 420 § 2, unless otherwise provided for in the General Assembly's Rules of Procedure. The voting of the vote shall be equivalent to the agreement of the shareholder for the resignation of the secret voting mode.

Article 411 3 . [ Voting different] A shareholder may vote differently from each of the shares held.

Article 412. [ Plenipotentiary] § 1. A shareholder may participate in the general meeting and exercise the right to vote in person or by proxy.

§ 2. The law of establishing a proxy at the general meeting and the number of proxies cannot be restricted.

§ 3. The proxy shall exercise all the rights of the shareholder at the general meeting, unless otherwise indicated by the content of the power of attorney.

§ 4. A proxy may be granted a further power of attorney if it is apparent from the content of the power of attorney.

§ 5. The proxy may represent more than one shareholder and vote differently from the shares of each shareholder.

§ 5 1 . Shareholder of a public company, holding shares held on a summary account, may establish separate proxies to exercise the rights of shares stored on that account.

§ 6. A shareholder of a public company holding shares stored on more than one securities account may establish separate proxies to exercise the rights of shares recorded on each account.

§ 7. The provisions for the exercise of voting rights by a proxy shall apply to the exercise of the right to vote by another representative.

Article 412 1 . [ Formal requirements of power of attorney] § 1. The power of attorney to participate in the general meeting and exercise of the right to vote requires the written form under the rigorous of invalidity.

§ 2. Plenipotentiary to participate in the general assembly of a public company and exercise of the voting right shall be required to be given in writing or in electronic form. The granting of a power of attorney in electronic form does not require the provision of a secure electronic signature verified by means of a valid qualified certificate.

§ 3. The statutes may not introduce further restrictions on the form of granting of power of attorney.

§ 4. The public company shall indicate to the shareholders at least one of the means of notification using electronic means of power of attorney in electronic form. The notification shall be made of the rules of procedure of the General Assembly and, in the absence of the Rules of Procedure, the Management Board of the company.

§ 5. The public company shall take appropriate measures to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form. Those actions should be proportionate to the objective.

§ 6. The provisions of paragraphs 1 to 5 shall apply mutatis mutandis to the appeal of a power of attorney.

Article 412 2 . [ Restriction of the rights of representation of the shareholder] § 1. A member of the management board and an employee of the company shall not be proxies at the general meeting.

§ 2. The provision of § 1 does not apply to a public company.

§ 3. If a proxy at the general meeting of a public company is a member of the management board, a member of the supervisory board, a liquidator, an employee of a public company or a member of the bodies or an employee of a company or a cooperative subsidiary of that company, the power of attorney may to authorize representation only at one general meeting. The proxy shall be required to disclose to the shareholder the circumstances indicating the existence or possibility of a conflict of interest. The granting of further power of attorney shall be excluded.

§ 4. The trustee referred to in § 3 shall vote in accordance with the instructions given by the shareholder.

Art. 413. [ Exclusion of a shareholder from participation in the restraining of resolutions] § 1. A shareholder may not, either personally or by proxy, or as a proxy of another person, vote on his liability towards the company for any title, including discharge, exemption from the obligation to the company and the dispute between the company and the company.

§ 2. Shareholder of a public company may vote as a proxy in the form of a resolution concerning his or her person, as referred to in § 1. The provisions of Article 4 412 2 Paragraphs 3 and 4 shall apply mutatis mutandis.

Article 414. [ Validity of resolutions] Resolutions shall be adopted by an absolute majority if the provisions of this chapter or the statutes do not provide otherwise.

Article 415. [ Voting conditions for taking resolutions] § 1. Resolution concerning the issue of convertible bonds and bonds with the right of priority of the shares, changes in the statutes, redemption of shares, reduction of share capital, disposal of the company or its organised part and termination of the company collapsing a majority of three-quarters of the votes.

§ 1 1 . Resolutions on the financing of the acquisition or the acquisition of shares issued by the company shall be taken by a two-thirds majority. However, if at least half of the share capital is represented at the general meeting, the absolute majority of the voting rights shall suffice to take the resolution.

§ 2. In the case referred to in art. 397, the absolute majority of votes are sufficient for the resolution of the resolution of the company's dissolution if the statutes do not provide otherwise.

§ 3. Resolution on the amendment of the statutes, increasing the benefits of shareholders or depleting the rights granted in person to individual shareholders in accordance with art. 354, requires the consent of all the shareholders concerned.

§ 4. If at least half of the share capital is represented at the general meeting, a simple majority of the votes shall suffice to take the decision to dismiss the shares.

§ 5. The statutes may lay down stricter conditions for the adoption of the resolutions referred to in paragraphs 1 to 4.

Art. 416. [ Uchwała o substantially altering the subject matter of the company's activities] § 1. A majority of two-thirds of the votes are required for the resolution of a significant change in the subject matter of the company's activities.

§ 2. In the case referred to in § 1, each action shall have one vote without the privileges or restrictions.

§ 3. The resolution should be taken on the basis of an explicit and imitated vote and announced.

§ 4. The effectiveness of the resolution depends on the purchase of shares of those shareholders who do not agree to the change. Shareholders who are present at the general meeting who voted against the resolution should, within two days of the general meeting, not be present within one month of the announcement of the resolution, submit their shares in the company or evidence thereof the submission to the company regulation; otherwise, these shareholders will be considered to be in agreement with the change.

§ 5. (repealed).

Art. 417. [ Plot of shares] § 1. The buy-back of shares shall be made at a quoted price on a regulated market, at the average rate of the last three months prior to the adoption of the resolution, or, where the shares are not listed on a regulated market, at a price fixed by the expert chosen by the the General Assembly. If the shareholders do not elect the expert at the same general meeting, the Management Board shall, within one week from the date of the general meeting of the General Assembly, request the appointment of a registered court for the purpose of valuing the shares subject to redemption. The provisions of Article 4 312 § 5, 6 and § 8 shall apply mutatis mutandis. The buy-back of shares shall be effected through the Management Board.

§ 2. The persons who intend to purchase the shares should pay an equal price of all the acquired shares (redemption price) to the company's bank account within three weeks from the date of the announcement of the buy-back price by the Management Board. The buy-back price may also be announced at the general meeting.

§ 3. The Management Board should make a purchase of shares for the account of shareholders remaining in the company within a period of one month from the expiry of the period of submission of the shares referred to in Art. 416 § 4, however, not earlier than after payment of the buy-back price.

§ 4. The statutes may provide for a change in the object of the company's activities without redemption, if the resolution will be taken by a two-thirds majority in the presence of persons representing at least half of the share capital.

Art. 418. [ Forced buyout of shares] § 1. The General Assembly may take a resolution on the forced repurchase of shares of shareholders representing not more than 5% of the share capital (minority shareholders) by no more than five shareholders, holding a total of not less than 95% share capital, each holding not less than 5% of the share capital. The resolution requires a majority of 95% of the votes cast. The statutes may provide for stricter conditions for the resolution of the resolution. The provisions of Article 4 416 (2) and (3) shall apply mutatis mutandis.

§ 2. The Resolution referred to in § 1 shall specify the shares to be purchased and the shareholders who undertake to purchase the shares, as well as specify the shares for each of the purchasers. The shareholders who are to acquire the shares and voted in favour of the resolution shall be jointly and severally liable for the company to pay the entire buy-back.

§ 2a. The shareholders of a minority whose shares are subject to compulsory purchasing should, within one month from the date of the announcement of the resolution, submit to the company the shares documents or evidence of their submission to the company's regulation. If the shareholder has not submitted the action document within the time limit, the Management Board shall annul it in accordance with art mode. 358, and buyers issue a new share document under the same issue number.

§ 2b. The effectiveness of the resolution on the forced redemption of shares depends on the redemption of shares submitted for redemption by minority shareholders whose shares have not been covered by the resolution referred to in § 1. These shareholders, present at the general meeting, should, within two days from the date of the general meeting, remain within one month of the announcement of the resolution, submit shares in the company or evidence of their submission to the Regulation. companies. Shareholders who do not submit the shares documents within the time limit shall be considered as expressing consent to remain in the company.

§ 3. The provisions of Article 4 417 § 1-3 shall apply mutatis mutandis. After the payment of the buy-back price, including the shares referred to in § 2b, the management board should immediately transfer the purchased shares to the purchasers. Until the date of payment of the total buy-back, the minority shareholders shall retain all the rights of the shares.

§ 4. The provisions on the compulsory redemption of shares do not apply to public companies.

Article 418 1 . [ Uchwała o enforced redemie shares] § 1. A shareholder or shareholders representing not more than 5% of the share capital may demand that the agenda of the nearest general meeting be placed on the agenda of a decision to take a resolution on the forced repurchase of their shares by not more than five Shareholders representing a total of not less than 95% of the share capital, each holding not less than 5% of the share capital (majority shareholders). The provisions of Article 4 416 (2) and (3) shall apply mutatis mutandis.

§ 2. The request referred to in § 1 shall be reported to the Management Board at the latest one month before the proposed date of the General Assembly. Minority shareholders who have not made a request for repurchase of their shares and wish to be covered by a notice of compulsory repurchase should, at the latest within one week from the date of the announcement of the agenda of the general meeting, report to the Management Board a repurchase request their shares.

§ 3. The resolution referred to in § 1 shall specify the shares subject to compulsory recovery and the shareholders who are required to redeer the shares, as well as specify the shares falling within each of the purchasers. If the resolution does not specify a different way of sharing the shares for each buyer, the majority shareholders are obliged to acquire shares in proportion to the shares held.

§ 4. If the resolution referred to in § 1 is not taken at the general meeting, the company shall be obliged to acquire the shares of the minority shareholders, within 3 months from the date of the general meeting, in order to redeer. The majority shareholders shall be liable to the company for reaping the entire repurchase sum in proportion to the shares held on the date of the general meeting referred to in paragraph 1.

§ 5. The shareholders of a minority whose shares are subject to compulsory recovery should, within one month of the date of the general meeting, submit to the company the shares or evidence of their submission to the company's regulation.

§ 6. The share buy-back price shall be equal to the value per share of the net assets shown in the financial statements for the last financial year, less the amount to be allocated to the shareholders. Until the date of payment of the entire repurchase sum, the minority shareholders shall retain all the rights of the shares. The provisions of Article 4 417 (2) and (3) shall apply mutatis mutandis.

§ 7. If the shareholder or the company, participating in the repurchase of shares, does not agree with the repurchase price set out in § 6, they may ask the court to register for the appointment of an auditor to determine their market price and, in its absence, the fair repurchase price. The provisions of Article 4 Paragraphs 5, 6 and 8 shall apply mutatis mutandis.

§ 8. The provisions on the compulsory repurchase of shares shall not apply to public companies, winding-up companies and companies in bankruptcy, unless the resolution of the general meeting on forced repurchase of shares has been made at least 3 months before the announcement bankruptcy or bankruptcy.

Article 419. [ Separate vote] § 1. If there are shares in a company with different powers, resolutions to amend the statutes, the reduction of share capital and the redemption of shares, which may infringe the shareholders ' rights of the type of shares concerned, should be taken by a separate vote in each group (kind) of the action. In each group of shareholders the resolution should be taken by a majority of the votes, which is required to take this kind of resolution at the general meeting.

§ 2. The provisions of § 1 shall also apply to the issue of new preference shares which confer on the same type of rights as the existing favoured shares, or grant other rights which are likely to infringe existing rights senior shareholders. This does not apply when the statutes provide for the issuance of new preference shares.

§ 3. The abolition of the advantage of the silent action results in the shareholder's right to vote from such an action.

§ 4. The statutes may provide that the abolition or limitation of the privileges associated with the shares of each type and of the personal rights granted to the shareholder concerned shall be subject to compensation.

Article 420. [ Voting method] § 1. The vote shall be public.

§ 2. The secret ballot shall be managed at the elections and on the requests for dismissal of the members of the bodies of the company or liquidators, to hold them accountable, as well as in personal matters. In addition, a secret ballot should be ordered at the request of even one of the shareholders present or represented at the general meeting.

§ 3. The General Assembly may adopt a resolution to waive the secrecy of voting in cases concerning the election of a committee set up by the General Assembly.

§ 4. The provisions of § 1 and § 2 shall not apply in cases where only one shareholder is involved in the general meeting.

Article 421. [ Protocol Resolution] § 1. Resolutions of the General Assembly should be included in the protocol drawn up by the notary.

§ 2. The protocol indicates the correctness of the convening of the general meeting and its ability to take a resolution and the resolutions adopted, and with each resolution: the number of shares from which valid votes were cast, the percentage share of these shares in the capital the total number of valid votes, the number of votes 'for', 'against' and 'abstaining', and the objections raised. The protocol shall be accompanied by a list of the presence of the participants in the general meeting and a list of shareholders voting in correspondence or other means by means of electronic means. The evidence of convening the General Assembly shall be attached to the Book of Protocols.

§ 3. A copy of the minutes, together with the evidence of the convening of the general meeting and with the representatives of the shareholders, shall be attached to the accounts of the Management Board. The shareholders may review the minutes of the minutes and also request the issuance of the write-down by the Management Board of the resolutions.

§ 4. Within a week of the end of the general meeting, the public company shall disclose on its website the results of votes within the scope indicated by § 2. The results of the votes should be available by the date of expiry of the time limit to challenge the resolution of the general public. assemblies.

Article 422. [ Proceedings for the repeal of the resolution] § 1. A resolution of a general meeting contrary to the statutes or good morals and of the company's interests or to the purpose of hiring a shareholder may be challenged by means of an action brought against the company for the repeal of the resolution.

§ 2. The right to bring an action for annulment of the resolution of the general meeting shall be entitled to:

1. the management board, the supervisory board and the individual members of those bodies;

2) a shareholder who voted against the resolution and, after its action, demanded a record of opposition; the requirement of voting does not concern the shareholder of the shares of a non-silent;

(3) a shareholder unreasonably not authorised to participate in the general meeting;

4) shareholders who were not present at the general meeting, only in the event of a defective convening of the general meeting or a postponing resolution in a case which is not covered by the agenda.

Art. 423. [ The effects of the resolution of the resolution of the General Assembly] § 1. The appeal of the resolution of the General Assembly shall not suspend the registration procedure. However, the registration court may suspend the registration procedure after the hearing.

§ 2. In the event of an unfounded action, of course, to waive the resolution of the general meeting, the court may, at the request of the defendant of the company, rule on the plaintiff the amount of up to ten times the legal costs of the court and the remuneration of one lawyer or counsel. legal. This does not exclude the possibility of claiming damages on a general basis.

Art. 424. [ The date for bringing an action for the repeal of the resolution of the General Assembly] § 1. The application for repeal of the resolution of the General Assembly shall be filed within one month from the date of receipt of the notice of resolution, but not later than within six months from the date of the resolution.

§ 2. In the case of a public company, the time limit for bringing an action shall be one month from the date of receipt of the communication of the resolution, but not later than three months from the day of the adoption of the resolution.

Art. 425. [ The action for annulment of the resolution of the general meeting] § 1. The persons or bodies of the company referred to in Article 422 § 2 is entitled to an action for annulment against the company for annulment of the resolution of the general meeting which is contrary to the law. Article Article 189 of the Code of Civil Procedure does not apply.

§ 2. The right to bring an action shall expire within six months from the date on which the person concerned has received the message of resolution, but not later than two years from the day of the act of the resolution.

§ 3. An action for annulment of the resolution of a general meeting of a public company should be brought within thirty days from the date of its announcement, but not later than within a year from the day of the resolution of the resolution.

§ 4. The expiry of the time limits laid down in § 2 and § 3 does not exclude the possibility of raising the plea of invalidity.

§ 5. The provisions of Article 4 423 § 1 and § 2 shall apply mutatis mutandis.

Art. 426. [ Representation of the company in the dispute] § 1. In a dispute concerning the repeal or annulment of a resolution of the general meeting of the defendant, the company shall be represented by the Management Board if, by virtue of a resolution of the General Assembly, a proxy has not been established for that purpose.

§ 2. If the Management Board cannot act as a company, and there is no resolution of the general meeting of the establishment of a proxy, the court competent to resolve the action shall appoint the curator of the company.

Article 427. [ Judgment annuls the resolution] § 1. The final judgment annulling the resolution shall have effect in the relations between the company and all the shareholders and between the company and the members of the company's bodies.

§ 2. In cases where the validity of the operation carried out by the company is dependent on the resolution of the general meeting, the repeal of such a resolution shall have no effect vis-vis third parties acting in good faith.

§ 3. A final judgment which repeals the resolution of the Management Board shall be notified by the Administrative Board within a week of the Register.

§ 4. The provisions of paragraphs 1 to 3 shall apply, mutatis mutandis, to a judgment which has been brought to the effect of an action for annulment of a resolution brought pursuant to Article 3 (1) to (3). 425 § 1.

Art. 428. [ Information to be provided to the shareholder] § 1. At the general meeting of the General Assembly, the Management Board shall be obliged to give the shareholder information on the company at his request, if this is justified for the assessment of the case covered by the agendas.

§ 2. The Management Board shall refuse to provide information if this could cause damage to the company, its related company or to a subsidiary company or cooperative, in particular by revealing the technical, commercial or organizational secrets of the company.

§ 3. A member of the Management Board may refuse to provide information if the provision of information could give rise to his criminal, civil-law or administrative liability.

§ 4. The reply shall be deemed to have been granted if the relevant information is available on the company's website in a place dedicated to the questioning of the questions by the shareholders and the reply to them.

§ 5. In the case referred to in paragraph 1, the Management Board may provide information in writing outside the general meeting if it is in favour of such valid reasons. The Management Board shall be obliged to provide the information no later than two weeks from the day of filing of the request at the General Assembly.

§ 6. In the case of a declaration by a shareholder outside the general meeting of the request for information concerning the company, the Management Board may give the shareholder the information in writing, taking into account the restrictions resulting from the provision of § 2.

§ 7. In the documentation submitted to the nearest general meeting, the Management Board shall disclose in writing the information provided to the shareholder outside the general meeting, together with the date of their transfer and the person to whom the information has been provided. The information to be submitted to the nearest general meeting may not include information made available to the public and granted during the general meeting.

Art. 429. [ Proposal for a shareholder for information] § 1. A shareholder who has been refused disclosure of the requested information during the proceedings of the general meeting and who has objected to the minutes may submit a request to the registry court for the obligation of the Management Board to provide information.

§ 2. The application shall be submitted within a week of the end of the general meeting at which the information was refused. A shareholder may also submit a request to the registered court for the company's obligation to announce information provided to another shareholder outside the general meeting.

Chapter 4

Amendment of the Statutes and the usual increase in the share capital

Division 1

General provisions

Article 430. [ Change of Statutes] § 1. The amendment of the statutes requires a resolution of the General Assembly and the entry in the register.

§ 2. The change of the statutes shall be notified to the court of registry. The notification of the amendment of the statutes shall not take place after the expiry of a period of three months from the date of the resolution by the General Assembly, taking into account the Article 431 § 4 and art. 455 § 5.

§ 3. At the same time as the entry for the amendment of the statutes, it is necessary to include in the Register the changes to 318 and Art. 319.

§ 4. The provisions of the Articles shall apply mutatis mutandis to the registration of the amendments 324 and art. 327.

§ 5. The General Assembly may authorise the Supervisory Board to determine the uniform text of the amended statutes or to introduce other amendments of the editorial nature set out in the resolution of the Assembly.

Art. 431. [ Increase of share capital] § 1. The increase in share capital calls for amendment of the statutes and takes place through the issue of new shares or an increase in the nominal value of the existing shares.

§ 2. The concept of new shares may take place on the road:

1) the submission of the offer by the company and its acceptance by the designated addressee; acceptance of the offer shall be made in writing under the rigorous invalidity (private subscription);

2) to offer shares only to shareholders to whom the right of collection is served (subscription closed);

3) offer shares by means of a notice in accordance with art. 440 § 1, addressed to persons to whom the right of collection is not available (open subscription).

§ 3. The increase in the share capital may be made only after the total payment of at least nine tenths of the existing share capital. The provision shall not apply in the case of mergers of companies.

§ 3a. The general meeting of the public company's meeting of resolutions on the increase in share capital providing for new shares by way of private subscription or subscription opened by the designated addressee requires the presence of shareholders representing at least one third of the share capital. If the general meeting, convened to take this resolution, has not been held because of the lack of this quorum, another general meeting may be convened, during which the resolution may be taken regardless of the number of shareholders present at the assembly, unless the statutes provide otherwise.

§ 4. The decision to increase the share capital may not be notified to the court of registry after six months from the day on which it was taken, and in the case of a new issue which is the subject of a public offering covered by the prospectus, or an information memorandum, on the basis of the provisions on public offering and the conditions for introducing financial instruments to organised trading and on public companies-after twelve months from the date of the corresponding approval a prospectus or an information memorandum or a statement of equivalence the information contained in the information memorandum with the information required in the prospectus, and not later than one month from the date of the allocation of the shares, the application for approval of the prospectus or the information memorandum, or an application for a declaration of equivalence of the information contained in the information memorandum with the information required in the prospectus shall not be submitted after the expiry of a period of four months from the date on which the resolution on the increase in share capital has been adopted.

§ 5. The Management Board shall return the cash or non-cash contributions to the persons who took the shares at the latest within one month from the expiry of the six-month period referred to in § 4 and, in the case of a notification of an increase in the share capital to the the court of registry, before the end of the month, counting from the date on which the decision of the court of refusal of registration has been entitled to be refused. That provision shall be without prejudice to Article 1 438 § 3 and § 4 and art. § 439 § 3.

§ 6. The taking up of shares in accordance with § 2 (1) shall not be subject to a condition or a time limit.

§ 7. The provisions of the Article shall apply mutatis mutandis to the increase in the share capital. 308-312 1 , art. 315 § 2, art. 316 § 2, art. 317, art. 321 § 2, art. 322 and art. § 5.

Art. 432. [ Content of the resolution on the increase in the share capital] § 1. The decision to increase the share capital should include:

(1) the amount by which the share capital is to be increased;

2) determining whether the shares of the new issue are bearer, or imitational;

3) special powers, if the resolution provides for the granting of such powers to the shares of a new issue;

(4) the issue price of new shares or the authorisation of the management board or of the supervisory board for the determination of the issue price;

5) the date from which the new shares are to participate in the dividend;

(6) the time limits for the opening and closing of the subscription or the authorisation granted to the Management Board or the Supervisory Board to determine those terms or the time limit for the conclusion of the contract by the company to take stock of the shares in accordance with Article 431 (2) (1);

(7) the subject-matter of the non-monetary contributions and their valuation and the persons to be included in the shares for such contributions, including the number of shares to be applied to each of them, if the shares are to be included in non-monetary contributions.

§ 2. The event of an increase in the share capital should also indicate the date on which the shareholders who have the right to collect the new shares (the day of the right of call) are entitled if they have not been deprived of the right to take stock of the share capital. The day of collection right shall not be set later than the expiry of a period of three months from the date of the adoption of the resolution and, in the case of a public company, six months from the day of the adoption of the resolution.

§ 3. The declared agenda of the General Assembly should indicate the proposed day of the right of call.

§ 4. The decision to increase the share capital in the case of shares in a new issue which is the subject of a public offering covered by a prospectus or an approved information memorandum may include the authorisation of the management board or of the supervisory board to the determination of the final amount by which the share capital is to be increased, the sum of which may not be less than that determined by the general meeting, the minimum or greater than the sum determined by the general meeting of the general meeting of the increases.

Article 433. [ Right of call] § 1. Shareholders have the right to take priority for new shares in relation to the number of shares held (right of collection).

§ 2. In the interest of the company, the general meeting may deprive shareholders of the right to collect the shares in whole or in part. The resolution of the general meeting requires a majority of at least four fifths of the votes. The disqualification of the shareholders of the right to collect the shares may take place where this has been announced on the agenda of the General Assembly. The Management Board shall provide the general meeting with a written opinion justifying the reasons for the deprivation of the right to call and the proposed issue price for the shares or the manner in which it is to be determined.

§ 3. The provisions of § 2 shall not apply where:

1) the resolution on the capital increase stipulates that the new shares are to be covered in full by the financial institution (sub-issuer), with the obligation to offer them subsequently to shareholders to enable them to exercise the right of collection under the conditions set out in Resolutions

2) the resolution states that the new shares are to be covered by the sub-issuer in the event that the shareholders to whom the right of collection is used do not include a part or all of the shares offered to them.

§ 4. The subissuer's share of the shares may be made only for cash contributions.

§ 5. The conclusion of the contract with the sub-issuer referred to in § 3 requires the consent of the General Assembly. The General Assembly shall adopt a resolution on a proposal from the Management Board, which shall be consulted by the Supervisory Board. The statutes or resolutions of the general meeting may provide for the delegation of this competence to the supervisory board.

§ 6. The provisions of paragraphs 1 to 5 shall apply to the issue of securities convertible into shares or to an incorporation of the right to write to shares.

Division 2

Share subscription

Art. 434. [ Subscription of shares] § 1. Shares in respect of which the shareholders are entitled to call the Management Board should be offered by means of a notice.

§ 2. The notice shall include:

1) the date of the resolution of the resolution on the increase in the share capital;

2. the amount by which the share capital is to be increased;

3) the number, type and value of the nominal action, subject to the right of call;

4) the issue price of the shares;

5) the rules for the allocation of shares to existing shareholders;

6. the place and the time limit and the amount of the payment on shares, as well as the consequences of the non-exercise of the right of collection and the failure to pay the payment due;

(7) a time limit within which the lapsing of the shares shall cease to be related if, at that time, the new issue is not reported to be registered;

8) the term to which the shareholders may exercise the right to collect the shares; this time limit shall not be less than three weeks from the day of the announcement;

9. deadline for the announcement of the allocation of shares

§ 3. If all the existing shares in the company are imitation shares, the management board may cancel the announcements. In such a case, all shareholders should be informed of the content of the notice referred to in § 1 of the registered letters. The deadline for the exercise of the right of collection shall not be less than two weeks from the date of sending the registered letter to the shareholder.

Art. 435. [ Second Activity Allocation] § 1. If, on the first date, the shareholders have not executed the right to collect the shares, the Management Board announces a second, at least two weeks ' deadline for the collection of the remaining shares by all existing shareholders. Article Recipe The first and second sentences of Article 434 (3) shall apply mutatis mutandis.

§ 2. The second allocation of shares will follow the following rules:

(1) if the number of orders exceeds the number of shares remaining to be included, each subscriber should be granted such a percentage of the non-shares which he has not so far been entitled to in the previous share capital; the remaining shares are divided equally in the the ratio of the number of applications, except that the fractional part of the shares in respect of each of the shareholders is considered to be not covered;

2. the number of shares allocated to the shareholder in accordance with point 1 may not be higher than the number of shares on which he placed the order;

3. other shares not covered by points 1 and 2 shall be allocated by the Management Board at their discretion, but at a price which is not lower than the issue price.

§ 3. The General Assembly may adopt other rules for the allocation of shares in the second time limit.

Art. 436. [ Enforcement of call law] § 1. The exercise of the right to call an action in the public tender shall take place within one time, as indicated in the prospectus or the information memorandum and, in the absence of an obligation to draw up such documents, in the notice referred to in Article 4. 434 § 1. However, as indicated in the prospectus or information memorandum, the time limit to which the shareholders may exercise the right to call shall not be less than two weeks from the date on which the prospectus is made available to the public. an information memorandum or information memorandum.

§ 2. Shareholders to whom the right to collect the shares referred to in § 1 may, at the time of its execution, may, at the same time, make an additional recording of shares not exceeding the amount of the issue, in the event of a failure to exercise the right to collect the shares shareholders.

§ 3. Shares covered by the additional record referred to in § 2 shall be allocated pro rata to the notifications.

§ 4. Shares not covered by the procedure laid down in § 2 and § 3 shall be allocated at their discretion, but at a price not lower than the issue price.

Art. 437. [ Activity Writes] § 1. The entry into shares shall be made in writing in a form prepared by the company at least in duplicate on each subscriber; one copy shall be for the subscriber, the other for the company. The subscription transcript shall be made to the company or the person authorised by it within the time limit set out in the notice, prospectus or registered letter referred to in Article 4. § 3.

§ 2. The records should contain:

1) the indication of the number and types of shares subscribed;

(2) the amount of the payment to be made to the shares;

3) consent of the subscriber to the wording of the statutes, if the subscriber is not a shareholder of the company;

4) the signatures of the subscriber and the company or any other entity authorized to accept the records and the payment into shares;

5) the address of the entity authorized to accept the records and the payment into shares.

§ 3. The reception of the record may be certified by a stamp or mechanically restored signature.

§ 4. A record of shares made provided or subject to a deadline is not valid.

§ 5. There is no declaration of the subscriber, which does not contain all the data referred to in § 2. Additional provisions not provided for in the form do not cause legal effects.

Article 438. [ Deadline for the provision of stock records] § 1. The time limit for filing for shares may not be more than three months from the date of opening of the subscription.

(2) If, within the period referred to in paragraph 1, the total or at least the minimum number of shares offered is not subscribed and duly paid, the increase in the share capital shall be deemed to be ineffective.

§ 3. Within two weeks after the expiry of the deadline for the closure of the subscription, the Management Board should announce that there is no increase in the share capital to the effect in the letters in which the subscription notices were published and, at the same time, to call on the subscribers to the the receipt of amounts paid. Article Recipe The second sentence of Article 434 (3) shall apply mutatis mutandis.

§ 4. The time limit for receipt of the amounts paid shall not be longer than two weeks from the date of the notice of notice referred to in § 3, or from the date of receipt of the letter recommended by the shareholder.

Article 439. [ Subscription mode] § 1. If at least the minimum number of shares to be covered has been subscribed and duly paid, the Management Board should, within two weeks of the expiry of the deadline for the closure of the subscription, allocate the shares to the subscribers in accordance with the the announced rules for the allocation of shares.

2. The lists of subscribers with an indication of the number and type of shares allocated to each of them shall be set out at the latest within one week from the date of the allocation of the shares and leave to be available for inspection in the following two weeks at the places where the records were recorded. assumed.

§ 3. Persons to whom shares have not been allocated shall be called upon to receive the sums paid at the latest within two weeks from the date of the end of the allocation of shares. The time limit for receipt of those amounts shall apply mutatis mutandis. 438 § 4.

Article 440. [ Elements of Notice of Write to Actions] § 1. If the coverage of the new issue is to occur in open subscription mode, the notice calling for the shares to be stored shall contain the data referred to in Article 4. 434 (2) (1) to (7) and (9), and:

1) the number and date of the judicial and economic monitor, in which the statutes were announced;

2) the company and the address of the company;

3) the company (name) and the address of the subissuer and the offered price for the share of the shares, if the company has entered into an agreement with the sub-issuer;

4) the company (name) and the address of the entity, accepting records and contributions to shares, if the company granted such authorization;

(5) a time limit within which the subscribers may enter into shares; this time limit shall not be less than two weeks from the date of the notice.

§ 2. In addition, the provisions of Article 1 shall apply to the subscription. 437-439.

§ 3. Provisions § 1 and Art. 434 shall not apply to the subscription of shares in a public offering covered by a prospectus or an information memorandum on the basis of the provisions laid down in art. 431 § 4.

Art. 441. [ Elements of the notification of the share capital increase] § 1. The capital increase of the share capital shall be notified to the court of registry.

§ 2. The application shall be accompanied by:

1) the resolution of the General Assembly on the increase of the share capital or the resolution of the Management Board referred to in Art. 446 § 1;

2. the notice and the design of the recording, if the capital increase has been effected by means of a closed or open subscription;

3) an inventory of the purchasers of shares with the visibility of the number of shares, per each of them, and the amount of the payment paid;

4) proof of approval of the amendment of the statutes by the competent authority of public authority, if the amendment of the statutes such approval is required;

5) a statement by all the members of the Management Board that the contributions to the shares were brought and, where the contribution of the non-cash contributions is to take place after the registration of the capital increase, that the transfer of these contributions to the company is ensured within the time limit specified in the decision to increase the share capital;

(6) if the share covered by the shares is in private subscription mode, the contract of entry of the shares or, in the case of subscription of shares in the public offering covered by the prospectus or information memorandum on the basis of the provisions laid down in the Article. 431 § 4-form of the record for shares completed by the Subscriber;

7) statement of the Management Board referred to in Art. 310 § 2 in conjunction with art. 431 § 7, if the Management Board made such a statement.

§ 3. Where the shares are covered by a public offering covered by a prospectus or an information memorandum on the basis of the provisions laid down in the Article 431 § 4 shall be accompanied by this document together with the statement of the Management Board, that the document has been published in accordance with those provisions.

§ 4. The share capital increase shall take place upon entry in the register.

Division 3

Increase of the share capital from the company's resources

Article 442. [ Increase of the share capital from the company's funds] § 1. The General Assembly may increase the share capital by earmarking funds from the reserves created from profit if they can be used for this purpose (increase of share capital from company resources), including reserves created in the case referred to in art. 457 § 2, reserves created from profit which, according to the statutes, cannot be allocated to the division between shareholders and the reserve capital. However, it should be left to the part of the capital which may be allocated to the division which corresponds to the uncovered losses and the equity.

§ 2. The decision to increase the share capital from the company's funds may be taken if the approved financial statements for the previous financial year show the profit and the opinion of the statutory auditor does not contain significant objections to the situation the financial company. If the last financial report has been drawn up at the balance sheet date of at least six months from the date of the general meeting on which such a resolution is expected to take place, the company's auditor selected for the examination the financial statements of the company or any other statutory auditor chosen by the supervisory board shall examine the new balance sheet and the profit and loss account together with the additional information which should be submitted at the meeting.

§ 3. The new shares to be allocated to shareholders by virtue of the resolution of the General Assembly do not require inclusion, taking into account the provisions of art. § 443 § 2.

Article 443. [ Action Allocation] § 1. Actions allocated in art mode 442 are entitled to shareholders in relation to their shares in the existing share capital. The different provisions of the statutes or resolutions are invalid.

§ 2. If the shareholders were to fall part of the fractions of shares, then the general meeting may take the resolution of:

(1) the issue and issue of shares to shareholders which are not fully covered by the company's funds, provided that they are paid into the full price of the company, or

2) pay the shareholders the relevant amounts, which is the difference between the issue price and the nominal value of the shares, but not covered, part of the fractions of shares.

§ 3. If the shares referred to in § 2 (1) are not covered in their entirety, the Management Board shall make the appropriate payments to the eligible shareholders in accordance with § 2 point 2. The payments may not exceed one tenth of the total nominal value of the shares. allocated to the shareholders in accordance with art. 442.

§ 4. The Management Board should call on the shareholders to submit the shares in order to update or exchange them no later than one month from the date of registration of the share capital increase.

Chapter 5

Target Capital

Contingent increase in share capital

Art. 444. [ Target Capital] § 1. The statutes may authorise the Management Board for a period of not more than three years to increase the share capital under the conditions laid down in this Chapter. The Management Board may carry out the authorisation granted to it by one or more subsequent increases in the share capital within the limits laid down in § 3 (target capital).

§ 2. The mandate of the Management Board to increase the share capital may be granted for further periods, but not longer than three years. The authorisation shall require amendment of the statutes

§ 3. The amount of the target capital shall not exceed three quarters of the share capital at the date of the granting of the authority to the Management Board.

§ 4. The Management Board may issue the shares only in exchange for cash contributions, unless the authorisation to increase the share capital provides for the possibility of taking up shares for non-cash contributions.

§ 5. The mandate of the management board to increase the capital may not include the power to increase the capital from the company's own resources.

§ 6. The Management Board may not issue preference shares or grant the powers referred to in Article 4. 354.

§ 7. The authorisation of the Management Board to increase the share capital may provide for the issue of subscription warrants referred to in Article 4. 453 § 2, with the deadline for the exercise of the right of recording elapsing not later than the period for which the authorisation was granted. The provisions of the Article shall apply to the issue of subscription warrants by the Management Board. 447.

Art. 445. [ Validity of the resolution on the increase in share capital] § 1. The resolution of the General Assembly on the amendment of the Statutes providing for the authorisation of the Management Board to increase the share capital within the limits of the target capital requires a majority of three-quarters of the votes. The resolution of the resolution requires the presence of shareholders representing at least half of the share capital and, in relation to a public company, at least one third of the share capital. The resolution should be motivated.

§ 2. If the general meeting, convened to take a resolution on the target capital, has not been held because of the lack of a quorum specified in § 1, another general meeting may be convened, during which a resolution is required to take the resolution shareholders representing at least one third of the share capital of the company.

§ 3. The resolution of the general assembly of a public company referred to in § 2 may be taken regardless of the number of shareholders present at the assembly, unless the statutes provide otherwise.

Art. 446. [ Form Resolution of the Management Board] § 1. The resolution of the Management Board within the limits of the statutory mandate shall replace the resolution of the General Assembly on the increase in share capital. The Management Board shall decide on all matters relating to the increase in share capital, unless the provisions of this Chapter or the authorisation granted to the Management Board contain different provisions.

§ 2. Resolutions of the Management Board on the determination of the issue price and the issue of shares in return for non-monetary contributions shall require the approval of the Supervisory Board, unless the statutes provide otherwise.

§ 3. The resolution, referred to in § 1, requires the form of a notarial deed.

Art. 447. [ Deprivation of the right of call] § 1. The deprivation of the right to call in whole or in part concerning any increase in the share capital within the limits of the target capital shall be subject to the resolution of the General Assembly adopted pursuant to Article 4 of the Regulation. 433 § 2. The statutes may authorize the Management Board to deprive the right of collection in whole or in part with the approval of the Supervisory Board.

§ 2. The decision by the General Assembly of a resolution amending the statutes, which provides for the granting of the Management Board to the management of competence to deprive the right of collection of shares in whole or in part with the consent of the Supervisory Board, requires the fulfilment of the conditions set out in the Art. § 2.

Article 447 1 . [ Announcement of the deadline for the decision to raise the share capital increase] If the auditor's audit of the non-cash contributions referred to in Article is waiving the audit. 312 1 , the company shall announce, before the contributions are made, the date of the resolution on the increase in the share capital within the limits of the target capital and the information referred to in Article 4. 312 1 § 5. Within one month from the date on which the contributions were lodged, the company shall announce a statement indicating that there are no exceptional or new circumstances affecting the valuation of the non-cash contributions.

Art. 448. [ Conditional capital increase] § 1. The General Assembly may enact an increase in the share capital provided that the persons who have been granted the right to subscribe to the shares execute them under the conditions laid down in the resolution in accordance with the procedure laid down in the Article. 448-452 (conditional increase in share capital).

§ 2. The contingent on the conditional increase in the share capital may be taken to:

1) the granting of rights to cover shares by debentures of convertible bonds or bonds with a right of priority, or

(2) the granting of rights to the employees, the members of the management board or the supervisory board in exchange for contributions in kind, constituting claims which are entitled to them in respect of the acquired rights to participate in the profit of the company or the subsidiary, or

3. the granting of the rights to subscribe for shares by the holders of subscription warrants referred to in art. 453 § 2.

§ 3. The nominal value of the conditional share capital increase shall not exceed twice the share capital at the time of adoption of the resolution referred to in § 1.

§ 4. The increase in the share capital in order to grant the rights to subscribe for shares referred to in § 2 may take place only in conditional increase in share capital, taking into account the provisions on bonds.

Article 449. [ The content of the resolution on the conditional increase of capital] § 1. The provisions of the Article shall be applied to the resolution of the General Assembly on the conditional increase in share capital. 445. The resolution shall specify in particular:

1) the nominal value of the conditional increase in share capital;

2) the purpose of the conditional increase in share capital;

3. the term of the exercise of the right to subscribe

4) determination of the number of persons entitled to take stock.

§ 2. The provisions relating to non-monetary contributions shall not be used for the contributions of convertible bonds.

§ 3. Where a decision on a conditional increase in share capital provides for the holding of shares in exchange for a consideration in kind, they should be audited by a statutory auditor. The registration court shall dismiss the application for the registration of an increase in the share capital if the value of the contribution is lower than at least one fifth of the issue price of the shares to be included in the non-monetary contributions. The provisions of Article 4 311 § 1 and art. 312 and art. 312 1 shall apply mutatis mutandis.

§ 4. In the event of a conditional increase in the share capital for the purpose of offering shares to bonds of convertible bonds, no provision shall be made for the provision of the provision of art. 431 § 3.

Article 450. [ Notification of conditional capital increase] § 1. A conditional increase in the share capital of the Management Board shall be notified to the Court of Registry. The notification shall be accompanied by:

1) documents specified in Art. 441 (2) (2) and (4);

2) a resolution on the conditional increase in share capital;

3) a report of the management board and the opinion of the certified auditor, if the coverage of the shares occurs in exchange for a non-cash contribution;

4) the resolution of the general meeting on the issue of subscription warrants, if the conditional increase in the share capital was enacted for the purpose specified in art. 448 (2) (3).

§ 2. The decision of the conditional increase in the share capital should be announced by the Management Board at the latest within a period of six weeks from the date of entry in the conditional register of the share capital increase.

Article 451. [ The acquisition of shares under the conditional capital increase] § 1. The persons entitled to subscribe for shares specified in the resolution of the General Assembly shall include the shares in a conditionally increased share capital by means of a written statement on the forms prepared by the company. The provisions of those statements shall apply mutatis mutandis. 437.

§ 2. After the registration of the conditional share capital increase, the Management Board shall issue the shares documents in accordance with the resolution referred to in art. 449 § 1. In the case of dematerialised shares of a public company, the issue of shares shall be deemed to be recorded on the account of the securities or the aggregate account, in accordance with the provisions on the trading of financial instruments.

§ 3. The action documents may be issued only to those shareholders who have made full contributions. Art. 309 § 3 and § 4 do not apply.

§ 4. The action documents issued in violation of the provisions of § 1-3 are invalid.

Article 452. [ List of shares included in the update] § 1. Together with the release of the stock documents in accordance with art. 451 § 2 and § 3 is the acquisition of rights from shares and an increase in the share capital of the company by a sum equal to the nominal value of the shares covered by the resolution on the conditional increase in the share capital.

§ 2. Within 30 days of the end of each calendar year, the Management Board shall report to the Court of Registry a list of the shares covered by the year in question in order to update the entry of the share capital.

§ 3. The notification shall be accompanied by a list of the persons who have carried out the right to take stock. The list should include the names and names of the shareholders, the number of the shares they share, and the value of each shareholder's contributions. In addition, the notification shall be accompanied by a statement from the Management Board that the shares have been issued to shareholders who have contributed full contributions.

§ 4. The Management Board of the public company shall make the notification referred to in § 2 and § 3 within a week after the expiry of each subsequent month, counting from the date of issue of the first document of shares, in accordance with § 1. If no conditional share capital increase has been issued in the month in question, the Management Board shall inform the registry court accordingly.

Article 453. [ Application of the provisions of the Act to increase capital] § 1. The provisions of Chapter 4 shall apply mutatis mutandis to the target and conditional increase of share capital, unless otherwise provided for in this Chapter.

§ 2. In order to increase the share capital in accordance with the provisions of this Chapter, a company may issue registered securities or bearer shares entitling their holder to write or subscribe to shares, excluding the right of collection (warrants). subscription).

§ 3. The resolution of the issue of subscription warrants should specify:

1) entitled to subscribe to subscription warrants;

(2) the issue price or the manner in which it is established, if the warrants are to be issued for consideration;

(3) the number of shares per subscription warrant;

4) deadline for the exercise of the right of the warrants, with the fact that it may not be longer than 10 years.

Article 454. [ Powers of the General Assembly at the conditional increase in share capital] The provisions on the target and conditional capital shall not affect the competence of the general meeting to increase the share capital in a normal manner in accordance with the procedure laid down in Article 4 of the general interest. 431 during the period of use by the Management Board of the powers set out in this Chapter.

Chapter 6

Reduction in share capital

Art. 455. [ Reduction of share capital] § 1. The share capital shall be reduced, by way of amendment of the statutes, by a reduction in the nominal value of the shares, the combination of shares or the redemption of the share of shares and, in the case of division by the partial division.

§ 2. The decision to reduce the share capital and the announcement of the convocation of the general meeting should specify the purpose of the reduction, the amount by which the share capital is to be reduced, as well as the way in which the reduction is to be made.

§ 3. In the case of redemption of shares in the art mode. 359 § 7 or art. 363 § 5 of the resolution of the General Assembly shall replace the resolution of the Management Board by the notary.

§ 4. The provisions of this chapter relating to the lowest amount of share capital and shares shall apply to the reduction of share capital.

§ 5. The decision to lower the share capital may not be notified to the court of registry after six months from the day on which it was taken, and where, at the same time, the decrease in share capital occurs at least to the original one. the amount by way of a new share issue from the date fixed in accordance with Article 431 § 4.

Article 456. [ Call For Claims] § 1. The Management Board shall immediately announce the adoption of a reduction in the share capital by urging creditors to submit claims against the company within three months of the date of the announcement.

§ 2. The Company shall meet the claims required, notified within the period specified in § 1. In addition, the creditors may request the protection of uncharted claims arising before the date of the notice of a decision to reduce the share capital and notified within the time limit laid down in paragraph 1, if the firm is likely to jeopardise the satisfaction of those claims. claims and that they have not received a security from the company. The security shall be secured by the submission of an appropriate amount of money to the court, and for important reasons also in other ways.

§ 3. Claims held by shareholders for the reduction of share capital may be met by the company at the earliest six months after the date of publication of the entry of the share capital reduction in the register.

Article 457. [ Exclusion of the provisions of Article 456] § 1. Art. 456 shall not apply if:

(1) notwithstanding the reduction in the share capital, do not return to the shareholders of the shares in which they have contributed, nor are they exempt from contributions to share capital and, at the same time, to the reduction in capital, at least the initial rate of the new issue, the shares of which will be paid in full, or

(2) a reduction in the share capital is intended to offset the losses suffered or to transfer certain amounts to the reserve capital referred to in the first sentence of paragraph 2, or

3) a reduction in the share capital shall take place in the cases referred to in art. § 5.

§ 2. In the case of a reduction in the share capital in accordance with § 1 (2) and (3) and in the case referred to in Article 1 360 § 2, amounts resulting from a reduction in share capital shall be transferred to a separate reserve capital; this capital may be used only to cover losses. In the case referred to in paragraph 1 (1), where the transfer of the amounts resulting from the reduction in the share capital has not been decided in the decision to reduce the capital, they shall increase the reserve capital.

§ 3. In cases where the share capital is reduced, as referred to in paragraph 1 (2) and (3), the exclusion of Article The 456 shall be effective only if, after a reduction in the share capital, the amount of the reserve capital referred to in the first sentence of Paragraph 2 does not exceed 10% of the reduced share capital. In calculating the amount of the reserve capital, the part of the reserve capital in which it was created or increased in the cases referred to in Article 4 shall not be taken into account. 360 § 2.

Article 458. [ Notification of capital reduction] § 1. A reduction in the share capital of the management board shall be reported to the court of

§ 2. The application shall be accompanied by:

1) the resolution of the general meeting or the management board on the reduction of share capital;

2) proof of approval of the amendment of the statutes by the competent authority of the public authority, if a change of statutes such approval is required;

3) evidence of the duly summoned creditors;

4) statement of all the members of the Management Board stating that the creditors who have made claims against the company within the period specified in Art. 456 § 1, have been satisfied or have obtained a security.

§ 3. The provisions of paragraph 2 (3) and (4) shall not apply in the cases referred to in Article 2. 360 § 2 and art. 457 § 1. In these cases, the declaration must be accompanied by a declaration by all the members of the Management Board, in the form of a notarial deed, of the fulfilment of all the conditions for the reduction of the share capital provided for in the Act and the statutes and the resolution on capital reduction presumed.

Chapter 7

Termination and liquidation of the company

Article 459. [ Company Resolution] The company's solution causes:

1) the reasons provided for in the statutes;

2) the resolution of the general meeting on the dissolution of the company or the transfer of the company's registered office abroad;

3) the announcement of the company's bankruptcy;

4) other reasons stipulated by the law.

Article 460. [ Cessation of the company's solution] § 1. Until the date of application for the deletion of the company from the register of the solution may prevent the resolution of the general meeting required for the amendment of the statutes by a majority of votes, cast in the presence of shareholders representing at least half of the capital presumed.

§ 2. The provision of § 1 shall not apply where the solution is made by the force of a final court decision.

Art. 461. [ Liquidation of the company] § 1. The opening of liquidation shall take place on the day of the decision to terminate the company by the court, the general meeting of the resolution on the dissolution of the company, or the existence of another reason for its termination.

§ 2. Liquidation shall be carried out under the company's company with the addition of a "in liquidation" sign.

§ 3. At the time of liquidation, the company shall retain legal personality.

Article 462. [ Application of the provisions in the liquidation period] § 1. The company shall, during the liquidation period, apply the provisions concerning the company's organs, the rights and obligations of the shareholders and other provisions of this chapter, if the provisions of this Chapter do not provide otherwise or for the purpose of liquidation does not result in any other.

§ 2. During the liquidation period, it is not possible, even partially, to disburse the shareholders of profits or to distribute the assets of the company before the payment of all the liabilities.

Art. 463. [ Liquidators] § 1. The liquidators shall be the members of the Management Board, unless otherwise provided for in the statutes or resolutions of the General Assembly.

§ 2. At the request of shareholders representing at least one tenth of the share capital, the registered court may supplement the number of liquidators by establishing one or two liquidators.

§ 3. If the decision of the court is to be liquidated, it may at the same time establish the liquidators.

§ 4. At the request of persons with legal interest, the court of registry may, for important reasons, revoke the liquidators and establish other legal entities. The liquidators set up by the court only the court may cancel.

§ 5. The court, which established the liquidators, determines the amount of their remuneration.

Art. 464. [ Opening of liquidation] § 1. Opening of liquidation, the names and names of the liquidators and their addresses or addresses for service, the manner of representation of the company by the liquidators and any changes to be made in that regard, even if there is no change in the previous company representation. Each liquidator shall have the right and the obligation to make that declaration.

§ 2. (repealed).

§ 3. The entry of the liquidators laid down by the court and the deletion of liquidators of the liquidators dismissed by the court shall be taken from office.

§ 4. In the event of the abolition of liquidation, the liquidators should report this circumstance to the register court for registration.

Art. 465. [ Notice of termination and opening of liquidation of the company] § 1. The liquidators should announce twice about the dissolution of the company and the opening of liquidation, calling on creditors to report their claims within six months from the date of the last announcement.

§ 2. The notices referred to in § 1 may not be made in a period of time longer than one month or less than two weeks.

Art. 466. [ Application of provisions of the Act] The provisions concerning the members of the Management Board shall apply to the liquidators, unless otherwise provided for in the provisions of this Chapter.

Article 467. [ Liquidation Balance] § 1. The liquidators should draw up an opening balance sheet. The balance sheet of the liquidators shall submit to the general meeting for approval.

§ 2. LiFlowers should, after each financial year, submit a report to the general meeting on their activities and a financial report.

§ 3. All asset items according to their marketable value should be included in the liquidation balance sheet.

Art. 468. [ Liquidation Actions] § 1. The liquidators should terminate the company's current interests, claim the debts, fulfil the obligations and liquidate the company's assets (liquidation operations). New interests can only be taken when this is needed to complete cases in progress. The real estate may be disposed of by public auction, and free of hand-only by virtue of the resolution of the general meeting and at a price not less than the one passed by the congregation.

§ 2. In the internal relationship, the liquidators are obliged to comply with the resolutions of the General Assembly. Such rules shall not apply to the liquidators established by the court.

Art. 469. [ Limitation of the competence of liquidators] § 1. Within the limits of its powers as defined in Article 468 liquidators have the right to pursue cases and represent the company.

§ 2. Limitations of the competence of the liquidators have no legal effect vis-vis third parties.

§ 3. Third parties acting in good faith shall be regarded as having been carried out by the liquidators for the decommissioning activities.

Article 470. [ Prosecutor during the liquidation period] § 1. The opening of the liquidation shall cause the radius to be expired.

§ 2. In the liquidation period, no prosecutor may be established.

Article 471. [ Coverage of commitments] If the share capital has not been fully paid and the assets of the company are not sufficient to cover its liabilities, the liquidators should collect from each shareholder, starting with shares not granted in respect of the distribution of the assets, the payment of the debt in the the amount that is required to cover the commitments.

Article 472. [ Action Coverage] If the assets of the company are not sufficient for the reimbursement of the sums paid into preference shares as to the distribution of the assets and the remaining shares are not fully covered, further payment of the claim must be drawn from the shareholders.

Article 473. [ Courts] The sums needed to satisfy or hedge known to creditors who have not made themselves known or whose claims are not due or are contentious shall be deposited with a court.

Article 474. [ Distribution of assets] § 1. The distribution between the shareholders of the assets remaining after the meeting or the security of the creditors cannot be made before the end of the year from the date of the last announcement of the opening of the winding-up and the call for creditors.

§ 2. The assets referred to in § 1 shall be divided between the shareholders in respect of each payment made by each of them to the share capital.

§ 3. If the preferential shares benefit from the right of priority for the distribution of the assets, the preference should be paid in particular to the preferential shares, within the limits of the sums paid into each of them, and then repaid in the same way ordinary shares; the excess assets will be divided on the general basis between all the shares.

§ 4. The statutes may specify other rules for the distribution of assets.

Article 475. [ Creditors ' claims] § 1. Creditors of a company who have not made their claims in due time or have not been known to the company may request the payment of their claims on the assets of the company not yet divided.

§ 2. Shareholders, who after the expiry of the period specified in Art. 474 § 1 received in good faith on them a part of the company's assets, they are not required to reimburse it to cover the creditors ' debts.

Article 476. [ Liquidation report] § 1. After approval by the general meeting of the financial statements for the day preceding the distribution between the shareholders of the property left after the meeting or the security of the creditors (liquidation report) and after the end of the liquidation, The liquidators should declare at the company's registered office the report and submit it to the register court, with the simultaneous notification of the request to remove the company from the register.

§ 2. If the general meeting convened to approve the report has not been held due to a lack of quorum, the liquidators may carry out the activities referred to in § 1, without the approval of the liquidation report.

§ 3. The books and documents of the dissolved company should be given to the person indicated in the statutes or in the resolution of the general meeting. In the absence of such an indication, the conservative shall designate a register court.

§ 4. Under the authority of the court of registry, shareholders and persons with a legal interest may review the books and documents.

Article 477. [ Bankruptcy of the company] § 1. In the event of insolvency of the company, the termination of the company shall take place after the end of the insolvency proceedings, as soon as it is removed from the register. A request for deletion from the register shall be submitted by the receiver.

§ 2. The company shall not be terminated where the insolvency proceedings have been terminated as a result of the satisfaction of all creditors in whole or the approval of the arrangement or when the bankruptcy proceedings have been repealed or remitted.

§ 3. The dissolution of the liquidators or the receivers should inform the competent tax office by providing a copy of the winding-up report; they should also inform the other authorities and institutions of the separate provisions by providing them, in the case of the notification of such a request, a copy of the liquidation report.

Article 478. [ Company Resolution] The termination of the company shall take place after the liquidation of the company from the register.

Chapter 8

Civil liability

Article 479. [ Responsibility of the board member] If the members of the board intentionally or negligently provided false data in the statement referred to in art. 320 § 1 points 3 and 4 or in art. 441 § 2 point 5, they correspond to the creditors of the company jointly and severally with the company for three years from the date of registration of the company or registration of an increase in the share capital.

Article 480. [ Obligation to remedy the damage to the company] § 1. Who, taking part in the formation of the company, contrary to the law of his own fault, has caused damage to the company, shall be obliged to remedy it.

§ 2. In particular, it shall correspond to who:

(1) he/she has posted or co-operated in the statutes, reports, opinions, notices and records of false data, or has otherwise disseminated or omitted or cooperated in the omission of such data relevant to the data in question. the formation of a company, in particular relating to contributions in kind, the acquisition of property and the granting of remuneration or other specific advantages to shareholders or other persons, or

2) interacted in the activities leading to the registration of the company on the basis of the document containing false data.

Article 481. [ Liability for damage to property] Who, in connection with the formation of a public limited company or an increase in the share capital thereof, provides himself or a third party with excessively excessive payment beyond the value of the disposal of the contributions of non-cash or of the acquired property or of the the remuneration or special benefits, not commensing with the services in question, shall be obliged to make good the damage to the company.

Article 482. [ Damage to the financial statements] Who, in the examination of the financial statements of the company in his fault, has committed the damage to the company, is obliged to remedy it.

Article 483. [ Liability for failure or conduct contrary to the law] § 1. A member of the management board, the supervisory board and the liquidator shall be liable to the company for the damage caused by the action or omission contrary to the law or the provisions of the articles of association, unless it is not the fault of the company.

§ 2. Member of the Management Board, the Supervisory Board and the liquidator should, in the performance of his/her duties, make the diligence resulting from the professional nature of his activity.

Article 484. [ Liability for the operation to the disadvantage of the company] Whoever cooperated in the company's release directly or through third parties of shares, bonds or other titles in the profit or distribution of the property, shall be obliged to make good the damage done, if it has posted in the notices or the records of false data or otherwise, the data disseminated or, giving the data on the company's assets, concealled the circumstances which should be disclosed in accordance with the applicable laws.

Article 485. [ Liability of solidarity] If the damage referred to in Article 480-484, caused several people together, they were responsible for the damage in solidarity.

Article 486. [ The claim for remediation of the damage to the company] § 1. If the company does not bring an action to make good its damage within one year from the date of disclosure of the damage caused, any shareholder or person to whom another title of participation in the profit or division of the property is used may bring a lawsuit. to repair the damage caused to the company.

§ 2. At the request of the defendant, the court may order the lodging of a bail to cover the damage to the defendant in the first step. The amount and type of bail shall be determined by the court at its discretion. In the event of a non-payment of the deposit within the time limit set by the court, the lawsuit shall be rejected.

§ 3. The bail shall serve the defendant in preference to all the claimant's creditors.

§ 4. If the action proves unfounded and the reason, by bringing them, acted in bad faith or perpetrated gross negligence, it is obliged to repair the damage caused to the defendant.

Art. 487. [ Defendant situation] In the case of an Article on the basis of Article 486 § 1 and in the event of insolvency of the company, the persons obliged to make good the damage may not plead the resolution of the General Assembly granting them discharge, or on the company's waiver of claims for damages.

Art. 488. [ Expiration of claim for remediation] A claim for compensation of damage shall expire on the expiry of a period of three years from the date on which the company became aware of the injury and of the person who is required to make good the damage. In any event, however, the claim shall expire on the expiry of five years from the date on which the event of the injurious situation occurred.

Article 489. [ Local Property] The action for damages against the members of the company's organs and the liquidators shall be issued according to the place of the company's seat.

Art. 490. [ Fixing of damages on general terms] The provisions of Article 4 479-489 does not infringe the rights of shareholders and other persons to investigate the damage on general terms.

Title IV

Merger, division and transformation of companies

SECTION I

Merger of companies

Chapter 1

General provisions

Art. 491. [ Merger of companies] § 1. Capital companies may connect with each other and with individual companies; however, a partnership may not, however, be a acquiring company or a newly-tied company.

§ 1 1 The capital company and the limited joint-stock company may merge with the foreign company referred to in art. 2 point 1 of Directive 2005 /56/EC of the European Parliament and of the Council of 26 October 2005. on the cross-border mergers of limited liability companies (Dz. Urz. EU L 310, 25.11.2005, p. 1), established in accordance with the law of a member state of the European Union or the State-the parties to the agreement on the European Economic Area and having its registered office, the main management or the main establishment in the European Union or the State-parties of the agreement o The European Economic Area (cross-border merger). However, a limited liability company may not be either a acquiring company or a newly-tied company.

§ 2. Personal companies may connect among themselves only by the attachment of a capital company.

§ 3. It shall not be possible to merge a company in liquidation that has commenced the division of the assets, or the company in bankruptcy.

Article 492. [ Connection Mode] § 1. The connection may be made:

1) by transferring all the assets of the company (taken over) to another company (the acquiring company) for the shares or shares which the acquiring company issues to the shareholders of the acquired company (merger by takeover);

2) by the attachment of a capital company to which the assets of all the merging companies are transferred for the shares or shares of the new company (merger by the attachment of a new company).

§ 2. The shareholders of the acquired company or of the merging companies may receive, in addition to the shares or shares of the acquiring company or the company, the new cash payment, not exceeding a total of 10% of the carrying amount of the company. the awarded shares or shares of the acquiring company, as specified in the statement referred to in Article 499 (2) (4), or 10% of the nominal value of the shares allocated or the shares of the newly-tied company. The acquirer's surcharges shall be made either from the profit or from the capital reserve of that company.

§ 3. A acquiring company or a company newly established may issue its shares or shares to the shareholders of the acquired company or of the merging companies of the new company subject to the payment of a cash payment not exceeding the value in question. in § 2.

Article 493. [ Situation of the combined companies] § 1. The company being acquired or the companies which are connected by the attachment of the new company shall be terminated without the winding-up proceedings being carried out on the date of the removal from the register.

§ 2. The merger takes place on the date of entry of the connection to the register applicable at the registered office, respectively of the acquiring company or the newly-tied company (the day of the merger). That entry shall give rise to the deletion of the company being acquired or of the companies merging the new company, taking into account the Articles of Association of the company concerned. 507.

§ 3. The deletion from the register of the acquired company shall not take place before the date of registration of the increase in the share capital of the acquiring company, if such an increase is to take place, and before the date of entry of the connection to the register applicable by seat of the company being acquired.

§ 4. The deletion of the merging companies by the attachment of the new company shall not take place prior to the date of entry in the register of the new company.

§ 5. The removal from the register provided for in § 3 and § 4 shall be taken from the office.

Article 494. [ Privileges of combined companies] § 1. The acquiring company or the company shall enter into all rights and obligations of the acquired company or of the companies merging the new company on the day of the merger.

§ 2. The acquiring company or the company shall, on the day of the merger in particular, pass on to the acquiring company the concessions and the concessions which have been granted to the company being acquired or any of the merging companies of the new company, unless that the Act or the decision to grant an authorisation, concession or concession provides otherwise.

§ 3. The disclosure in the perpetual accounts or registers of the transition to the acquiring company or to the company of the newly established rights disclosed in those books or registers shall be made at the request of that company.

§ 4. On the date of the merger, the shareholders of the acquired company or of the companies merging the new company shall become members of the acquiring company or of a newly-tied company.

§ 5. The provisions of § 2 shall not apply to authorisations and concessions granted to a financial institution to a financial institution, where the authority which issued the authorisation or granted the concession has submitted an objection within one month of the date of publication of the plan of merger.

Art. 495. [ The assets of the combined companies] § 1. The assets of each of the merged companies should be managed by the acquiring company or the company newly established separately, up to the date of satisfaction or protection of creditors whose claims arose prior to the date of the merger, and who before the expiry of a period of six months from the date of notification of the merger demanded payment in writing.

§ 2. For the conduct of a separate board, the members of the bodies of the receiving company or the newly established company shall be jointly and severally liable.

Article 496. [ Creditors ' rights] § 1. During the period of a separate management of the company's assets, the creditors of each company shall serve as a priority to the satisfaction of the assets of its original debtor prior to the creditors of the other merging companies.

§ 2. The creditors of the merging companies, who have made their claims within six months of the date of publication of the merger and have prima facie evidence that their satisfaction is threatened by the merger, may require that the court competent according to the registered office of the company Either the acquiring company or the acquiring company has given them the right to secure their claims where such a security has not been established by the merging company or the company with the newly established company.

Article 497. [ Application of the provisions of the Act to merge companies] § 1. A provision of Articles shall apply to mergers of companies. 441 § 3 and accordingly the provisions concerning the creation of the acquiring company or the newly-formed company created as a result of the merger, with the exception of provisions on non-monetary contributions, if the provisions of this chapter do not provide otherwise.

§ 2. Due to the deficiencies referred to in art. 21, the merger may not be repealed in the event that six months have elapsed since the merger.

Chapter 2

Merger of capital companies

Art. 498. [ Approval of the capital company merger plan] The merger plan calls for a written agreement between the merging companies.

Art. 499. [ Connection Plan Items] § 1. The connection plan shall include at least:

1) the type, company and head office of each of the merging companies, the manner of merger, and in the case of a merger by the attachment of a new company-also the type, company and head office of that company;

2. the ratio of the exchange of shares or shares of the acquired company or of the companies merging by the attachment of the new company into the shares or shares of the acquiring company or of the newly established company and the amount of any additional payments;

(3) the rules governing the granting of shares or shares in the acquiring company or in a newly-tied company;

4. the day on which the shares or shares referred to in point 3 entitle them to participate in the profit of the acquiring company or the newly-tied company;

(5) the rights conferred by the acquiring company or the company newly established to the shareholders and to persons who are particularly entitled to the acquired company or to the companies which are connected by a new company;

6) specific advantages for the members of the merging bodies of companies, as well as other persons participating in the merger, if such have been granted.

§ 2. The connection plan shall be accompanied by:

1) draft resolutions on the merger of companies;

2) a draft amendment to the contract or the articles of association of the acquiring company or the draft of the contract or the articles of association of the newly-

3) determination of the value of the assets of the acquired company or of the companies merging by the attachment of the new company, for a specific day in the month preceding the submission of the application for the announcement of the merger plan;

4. a statement containing information on the company's accounting state drawn up for the purposes of the merger on the date referred to in point 3, using the same methods and in the same arrangement as the last annual balance sheet.

§ 3. In the information referred to in paragraph 2 (4):

1) it is not necessary to present a new probe;

2. the values shown in the last balance sheet should be amended only if this is necessary to reflect the changes in the accounting records; the provisional depreciation allowances and stocks and significant changes to the current account should be taken into account. values not shown in the accounts.

§ 4. The information referred to in paragraph 2 (4) shall not be drawn up by a public company if, in accordance with the provisions on public offering and conditions for the introduction of financial instruments to an organised trading system and on public companies, it publishes and makes available stockholders of half-yearly financial statements.

Article 500. [ Connection Plan Announcement] § 1. The merger plan should be notified to the merging court of the merging companies with the request referred to in Article 4. 502 § 2.

§ 2. The merger plan should be announced no later than one month before the date of the congregation's assembly or the general meeting at which the merger resolution is to be taken.

§ 2 1 Article 2 shall not apply to a company which, no later than one month before the date of commencation of the congregation or of the general meeting on which the merger is to be taken, shall not be interrupted until the date of termination of the meeting. A call for a merger will be made available free of charge to the public on its website.

§ 3. Where the merging companies submit together a request for an announcement of the merger plan, the notice should take place no later than one month before the date of the meeting of the shareholders or the general meeting at which the first meeting is to be taken. merger resolution.

Article 501. [ Report on merger] § 1. The management board of each of the merging companies shall draw up a written report justifying the merger, its legal basis and its economic justification, and in particular the ratio between the exchange of shares or shares referred to in Article 4 (1) of the basic Regulation. 499 § 1 point 2. In the event of particular difficulties in the valuation of shares or shares of the merging companies, the report should indicate these difficulties.

§ 2. The management board of each of the merging companies is obliged to inform the management boards of the other companies so that they may inform the shareholders ' meetings or general meetings of any material changes in the assets and liabilities that have occurred between the date on which the connection plan is drawn up and the day on which the merger resolution is taken.

Article 502. [ Analysis of the plan carried out by the expert] § 1. The merger plan shall be subject to examination by the expert in respect of correctness and reliability.

2. The registered office of the acquiring company or of the company to be bound in the place of the merging companies shall be appointed by the expert at the joint request of the companies subject to the merger. In justified cases, the court may appoint two or more experts.

§ 3. The register court shall determine the remuneration for the work of the expert and approve the accounts of his expenditure. If the merging companies voluntarily do not pay within two weeks, the court of registry shall download them in accordance with the procedure provided for the enforcement of court fees.

Article 503. [ Opinion of the expert] § 1. No longer than two months after the date of appointment, the expert shall draw up a detailed opinion in writing and shall submit it together with a plan for the merger to the registered court and the management boards of the merging companies. That opinion shall include at least:

1) determining whether the ratio of the exchange of shares or shares referred to in art. 499 § 1 point 2, has been duly established;

(2) an indication of the method or methods used to determine the share or share exchange ratio proposed in the plan together with an assessment of the appropriateness of their use;

3) an indication of the particular difficulties involved in the valuation of the shares or shares of the merging companies.

§ 2. On the written request of the expert management boards of the merging companies will submit additional explanations or documents.

Article 503 1 . [ Actions not required by the agreement of all the members of each of the merging companies] § 1. If all the members of each of the merging companies have agreed, they shall not be required:

1) draw up the report referred to in art. 501 § 1, or

2. the provision of the information referred to in Art. 501 § 2, or

3) examination of the plan of the merger by the expert and his opinion.

§ 2. In the case referred to in paragraph 1 (3), the provisions of Article 1 shall apply mutatis mutandis to the assets of the company being acquired or the assets of the companies which are connected by the attachment of the new company. 311-312 1 If the acquiring company or the company newly incorporated is a joint-stock company.

Article 504. [ Notice of Conjoint Associates] § 1. The management boards of the merging companies should notify accomplices twice in the manner provided for convening the assembly of shareholders or general meetings of the intention to merge with another company. The first notice shall be made no later than one month before the planned day of the application of the merger resolution and the second notice shall be no less than two weeks from the date of the first notification.

§ 2. The notice referred to in § 1 shall contain at least:

1) the number of the Judicial and Economic Monitor, in which the notice referred to in art was made. 500 § 2, unless this notice is the subject of a notice;

2) the place and the time limit within which the members may consult the documents mentioned in art. 505 § 1; this term may not be less than one month before the planned day of the resolution of the merger resolution.

Article 505. [ Shareholders ' authority] § 1. The members of the merging companies shall have the right to review the following documents:

1) the merger plan;

2) the financial statements and reports of management boards from the activities of the merging companies for the last three financial years together with the opinion and report of the statutory auditor, if the opinion or report was drawn up;

3) the documents referred to in art. 499 § 2;

4) the reports of the management boards of the merging companies for the purposes of the merger referred to in art. 501;

5) the opinion of the expert referred to in art. 503 § 1.

§ 2. If the merging company was operating within a period of less than three years, the reports referred to in § 1 (2) should cover the entire period of the company's activities.

§ 3. The members may request that the documents referred to in paragraphs 1 and 2 be made available to them free of charge at the premises of the company. The partners who have given their consent to the use of electronic means by the company for the purpose of providing information can be made available to the members of the company. send copies of these documents in electronic form.

§ 3 1 The provisions of paragraphs 1, 2 and 3 of the first sentence shall not apply where the company is not later than one month before the date of commencation of the assembly of shareholders or of the general meeting at which the merger resolution is to be adopted, without interruption until the date of termination of the meeting. a meeting which makes a resolution on the connection free of charge makes available to the public the documents referred to in paragraphs 1 and 2, either on its website or within that period, will enable the shareholders on their website to have access to those documents documents in electronic version and their printing.

§ 4. Immediately prior to the adoption of the merger resolution of the companies, the shareholders should be orally submitted to the relevant elements of the content of the merger plan, the reports of the management board and the expert's opinion, and any significant changes in the assets and liabilities that have occurred. between the date on which the connection plan is drawn up and the day of the resolution.

Article 506. [ Uchwała approver connection] § 1. The merger of the companies requires the resolutions of the shareholders meeting or the general meeting of each of the merging companies by a majority of three-quarters of the votes representing at least half of the share capital, unless the contract or articles of association of the company provide for stricter conditions.

§ 2. The decision of the General Assembly of a public company on the merger with another company requires a two-thirds majority, unless the statutes of the company provide for stricter conditions.

§ 3. Where there are different types of shares in a joint stock company, the resolution should be taken by separate voting groups.

§ 4. The resolution referred to in § 1-3 shall include the agreement of the merger plan, as well as the proposed amendments to the contract or the articles of association of the acquiring company, or the content of the agreement or the articles of association of the new company.

§ 5. The resolution, referred to in § 1-3, shall be placed in a protocol drawn up by a notary.

Article 507. [ Notification of the resolution of merger to the court of registry] § 1. The management board of each of the merging companies should report to the court of registry a resolution on the merger of the company with a view to entering in the register a mention of such a resolution indicating whether the merging company is the acquiring company or the acquired company.

§ 2. Where the registered offices of the competent courts are situated in different localities, the registered court shall, in accordance with the registered office of the acquiring company or the newly-tied company, inform the Registrar of the Office without delay by the competent authority of the Registrar. the seat of the acquired company or of the companies which are connected by the attachment of the new company of its order, referred to in Article 493 § 2.

§ 3. In the case referred to in paragraph 2, the registered court, in accordance with the registered office of the company being acquired or of any of the merging companies, shall transmit from the office the documents of the company removed from the register for the purpose of their storage, to the court or tribunal of any other company or of the company which is in charge of the company registered with the registered office of the acquiring company or a newly-tied company.

Article 508. [ Company merger announcement] The merger notice shall be made at the request of the acquiring company or a newly-tied company.

Article 509. [ The application for annulment or annulment of a resolution regulating the merger] § 1. After the date of merger of the companies, either the application for annulment or the annulment of the resolution referred to in Article 4 shall be annulled. 506, it can only be made against the acquiring company or a newly-tied company.

§ 2. The action referred to in § 1 may be toned up no later than one month from the day of the resolution of the resolution. The provisions of Article 4 249, art. 250, art. 252 § 1 and 2, art. 253, art. 254 or Art. 422, art. 423, art. 425 § 1 and 5, art. 426 and art. 427 shall apply mutatis mutandis.

§ 3. The resolution shall not be subject to challenge by reason of objections relating solely to the ratio of the share of shares or shares referred to in Article 4 (1) of the Regulation. 499 § 1 point 2. This does not limit the right to claim damages on a general basis.

§ 4. After the decision to repeal or to annul the resolution referred to in Article 4, the decision to revoke shall be made. 506, the court shall inform the competent courts of the Registers of its own motion.

Article 510. [ The effects of the repeal or annulment of a resolution regulating the merger] § 1. In the event of the repeal of the resolution or of the annulment of the resolution referred to in Article 506, the registry court of the Office deleted entries made in connection with the merger from the register.

§ 2. The deletion from the register referred to in § 1 shall not affect the validity of the legal acts of the acquiring company or of the newly-tied company made between the date of the merger and the date of the notice of deletion. The obligations arising from such activities by merging companies shall be jointly and severally liable.

Article 511. [ People's Entry with Special Permissions] § 1. Persons with special powers in the company being acquired or in companies connecting themselves by the attachment of the new company referred to in art. 174 § 2, art. 304 § 2 point 1, art. 351-355, art. 361 and in art. 474 § 3, they have rights at least equivalent to those that have been granted to them so far.

§ 2. Holders of securities other than shares issued by the acquired company or by companies merging the securities of a new company shall have at least the equivalent of at least equivalent rights to the acquiring company or to the company of a new company which is at least equivalent to those of the company which is the subject of the have been favours so far.

§ 3. The powers referred to in § 1 and § 2 may be amended or abolished by a contract between the authorised and the acquiring company or a newly-tied company.

Article 512. [ Liability for the damage done] § 1. The members of the management board, the supervisory board or the review board and the liquidators of the merging companies shall be liable to the members of those companies in respect of any damage caused by an act or omission, contrary to the law or provisions of the contract, or the statutes of the company, unless they are not guilty.

§ 2. The claims for compensation of damage shall be expired on the expiry of a period of three years from the date of publication of the merger. The provisions of Article 4 § 293 § 2, art. 295 § 2-4, art. 296, art. 298, art. 300 or Art. 483 § 2, art. 484, art. 486 § 2-4, art. 489 and art. 490 shall apply mutatis mutandis.

Article 513. [ Responsibility of the expert] § 1. The expert shall be liable to the merging companies and their associates for the damage caused by his or her fault. Where there are several experts, their responsibility shall be in solidarity.

§ 2. The liability referred to in paragraph 1 shall apply, mutatis mutandis, to the provision of Article 2. 512 § 2.

Article 514. [ Prohibition of taking shares or shares by company] § 1. The acquiring company may not take any shares or shares of its shares or shares which it holds in the company being acquired and for its own shares or shares of the acquired company.

§ 2. The prohibition referred to in paragraph 1 shall also apply to the holding of shares or own shares by persons acting in his own name but on the account of the acquiring company or of the company being acquired.

Article 515. [ The connection without the need to increase the share capital] § 1. A merger may be carried out without an increase in the share capital if the acquiring company has the shares or shares of the acquired company or the shares or shares acquired or covered, in accordance with the provisions of art. 200 or Art. 362 and in the cases referred to in art. 366.

§ 2. In order to allow the taking of shares or shares of the shareholders of the acquired company, the acquiring company may acquire its own shares or shares with a total nominal value not exceeding 10% of the share capital.

Article 516. [ The position of the acquiring company] § 1. In respect of the acquiring company, the merger may be carried out without the adoption of the resolution referred to in Article 4. 506 if that company has shares or shares with a total nominal value of not less than 90% of the share capital of the company being acquired but not including the whole of its capital. This is not the case where the acquiring company is a public company.

§ 2. The shareholder of the acquiring company, representing at least one twentieth of the share capital, may demand the convening of an extraordinary meeting of accomplices or an extraordinary general meeting in order to take the resolution referred to in § 1.

§ 3. The shareholder of the acquired company may request the purchase of his shares or shares by the acquiring company in accordance with the rules laid down in the Article. 417.

§ 4. The powers referred to in § 2 and § 3 may be exercised within one month from the date of publication of the merger plan.

§ 5. The provisions of Article 1 shall not apply to the merger by acquisition referred to in paragraph 1. 501-503, art. 505 § 1 points 4-5, art. 512 and Art. 513.

§ 6. The provisions of paragraphs 1, 2, 4 and 5 shall apply mutatis mutandis in the event of a takeover by the acquiring company of its single company. In this case, the provisions of the Article shall not apply. 494 § 4 and art. 499 § 1 points 2 to 4; the announcement or making available of the connection plan referred to in Article 4 500 § 2 and 2 1 , and making available the documents referred to in art. 505, must take place at least one month before the day of application for registration of the connection.

§ 7. No Article shall apply to the merger of limited liability companies, the members of which are exclusively natural persons in a number not exceeding in all the merging companies of ten persons. 500 § 2 and art. 502-504, unless at least one of the members objected to the company, not later than one month from the date of notification of the merger plan to the court of registry.

Chapter 2 1

Cross-border merger of capital companies and limited joint-stock companies

Division 1

Cross-border merger of capital companies

Article 516 1 . [ The cross-border merger of capital companies] A cross-border merger of capital companies shall be subject to the provisions of Chapter 2, where the provisions of this Chapter do not provide otherwise.

Article 516 2 . [ Exemptions from cross-border merger of capital companies] In a cross-border merger, it may not participate:

(1) a foreign cooperative, even if it fulfils the criteria of a foreign company, as referred to in Article 3 (1). 491 § 1 1 ;

(2) a company with the objective of collective investment of capital acquired through public emission, which operates on the principle of risk diversification and whose units are at the request of holders repurchased or redeemed directly or indirectly from the assets of that company.

Article 516 3 . [ Plan of cross-border merger] The cross-border merger plan shall include at least:

1) the type, company and registered office of the merging companies, the registration of the register and the number of the entry in the register of each of the merging companies, the method of merger, and in the case of a merger by the attachment of a new company-also the type, company and registered office proposed for this company;

2. the ratio between the exchange of shares or shares of the acquired company or of companies merging by the attachment of the new company into the shares or shares of the acquiring company or the newly established company and the amount of any cash payments;

(3) the ratio between the exchange of other securities of the acquired company or of companies merging the securities of the new company into the securities of the acquiring company or of the company newly tied up and the amount of any cash payments which may be made;

4. other rights granted by the acquiring company or a company newly established to the shareholders or cultivated by other securities in the acquired company or in the merging companies by the attachment of the new company;

5. other conditions relating to the granting of shares, shares or other securities in the acquiring company or to a newly-tied company;

6) the day from which the shares or shares entitle to participate in the profit of the acquiring company or the newly-tied company, and other conditions for the acquisition or exercise of that right, if such conditions have been established;

7) the day from which other securities entitle to participate in the profit of the acquiring company or the newly-tied company, as well as other conditions for the acquisition or exercise of that right, if such conditions were established;

(8) the specific advantages granted to the expert examining the merger plan or the members of the merging bodies of the companies, where the relevant provisions allow the granting of specific advantages;

(9) the conditions for the exercise of the rights of creditors and of the minority members of each of the merging companies and the address at which full information on these conditions may be obtained free of charge;

10) the procedures whereby the rules for the participation of employees in determining their rights to participate in the bodies of the acquiring company or the newly-tied company will be determined, in accordance with separate provisions;

(11) the likely effect of the merger on the employment situation in the acquiring company or the newly-tied company;

(12) the day on which the operations of the merging companies will be considered, for the purposes of accounting, for operations carried out on behalf of the acquiring company or a newly-tied company, taking into account the provisions of the Act of 29 September 1994. of accounting;

(13) information on the valuation of assets and liabilities transferred to the acquiring company or the company newly bound for a specific day in the month prior to the submission of the application for the announcement of the merger plan;

14) the closing date of the accounts of the companies participating in the merger, used to establish the terms of the merger, taking into account the provisions of the Act of 29 September 1994. of accounting;

(15) a draft agreement or articles of association of the acquiring company or a newly-tied company.

Article 516 4 . [ Announcement of the cross-border merger plan] § 1. The company should declare a cross-border merger plan not later than one month before the date of the shareholders ' meeting or the general meeting of the company on which the merger resolution is to be taken. A company is not required to announce a merger plan, when not later than one month before the start of the assembly of shareholders or the general meeting at which the merger resolution is to be taken, uninterrupt until the date of completion a meeting which makes a resolution on the connection free of charge will make the plan of the merger available to the public on its website.

§ 2. Where more than one national company participates in a cross-border merger, a provision of Article 1 shall be made. 500 § 3 shall be used.

Article 516 5 . [ The report justifying the cross-border merger] § 1. The Board of Directors shall draw up a written report justifying the merger

§ 2. The report shall specify at least:

1) the legal basis and the economic justification of the merger;

2) the effects of the merger for accomplices, creditors and employees;

3) the ratio of the exchange of shares or shares or other securities, referred to in the merger plan;

4) particular difficulties in the valuation of the shares or shares of the merging companies.

§ 3. The Management Board shall attach the opinion of the employees ' representatives to the report if it receives it in due time.

Article 516 6 . [ Examination of the cross-border merger plan by a registry court] § 1. The registered court according to the registered office of the company shall designate, at its request, the expert to examine the plan of merger.

§ 2. The companies joining may apply either to the national company's registered court or to the competent authority of the foreign company for the appointment of a joint expert or expert to examine the plan of merger.

§ 3. Article Recipe 503 1 Paragraph 1 (3) shall apply.

Article 516 7 . [ Documents from cross-border merger made available for inspection] § 1. The members of the merging companies and employees ' representatives, and in the absence of such representatives-employees, have the right to review the following documents:

1) the merger plan;

2) the financial statements and reports of management boards from the activities of the merging companies for the last three financial years, together with the opinion and report of the statutory auditor, if the opinion or report was drawn up;

(3) a report justifying the merger;

4) the expert's opinion from the study of the merger plan.

§ 2. The partners and representatives of employees, and in the absence of such representatives-employees, may request to make available to them free of charge on the premises of the company the documents referred to in § 1.

Article 516 8 . [ Effectiveness of cross-border merger] In the resolution of the merger, the effectiveness of the merger may be made subject to the approval of the shareholders ' meeting or the general meeting of the conditions for the participation of employees

Article 516 9 . [ Reference to other provisions] The rules for the participation of employees ' representatives in the bodies of the company created as a result of the cross-border merger shall specify separate provisions.

Article 516 10 . [ Securing creditor claims] § 1. If the acquiring company or the company is newly incorporated a foreign company, the provisions of Art. 495 and 496 do not apply.

§ 2. The creditor of a national company may, within one month from the date of publication of the merger plan, request the security of his claims if the firm is likely to be at risk of being satisfied by the merger.

§ 3. In the event of a dispute, the court competent according to the registered office of the company shall decide on the granting of the security at the request of the creditor, within two months of the date of publication of the merger plan

§ 4. The creditor's request does not hold the court's issuing of a certificate of compliance with the law of the Polish cross-border merger.

Article 516 11 . [ Ransom of shares or shares] § 1. If a foreign company or a foreign company, a partner of a domestic company which has voted against the merger resolution and has requested a record of opposition, may request the repurchase of its shares or shares, if the acquiring company or the company is newly established.

§ 2. The partners shall submit a written repurchase request to the company within ten days from the date of the resolution of the merger.

§ 3. The action document must be attached to the repurchase request.

§ 4. The shareholders of a public company holding dematerialised shares shall attach to the repurchase request a registered deposit certificate, issued in accordance with the provisions on the trading of financial instruments. The period of validity of the certificate shall not be valid before the date of repurchase.

§ 5. The repurchase of shares or shares shall be made by the company on behalf of its own account or on behalf of the shareholders remaining in the company.

§ 6. A company may acquire, for its own account, its shares or shares, the total nominal value of which, together with the shares or shares acquired so far by it, by the companies or cooperatives dependent on it or by persons acting on its behalf, shall not exceed the amount of the shares or shares acquired by the company in its own account. 25% of the share capital.

§ 7. The repurchase price may not be lower than the value established for the purpose of the merger.

Article 516 12 . [ Application to the court of registry] § 1. The Management Board of the company shall submit an application to the registry court for the issue of a certificate of compliance with the Polish law of a cross-border merger in the scope of the procedure subject to the law. Article Article 507 § 1 shall not apply.

§ 2. The application shall be accompanied by:

1) the merger plan;

2) a management report justifying the merger;

3) the opinion of the employees ' representatives, if the Management Board received it in due time;

4. the expert's opinion or a copy of the consent of all the members of the merging companies to waiver the requirement to examine the plan of the merger by the expert and to draw up an opinion;

(5) proof of the designation of the common expert if he has been appointed;

6) proof of the notification of the shareholders of the intended merger;

7) a copy of the merger resolution;

(8) a statement signed by all the members of the management board that the merger decision was not contested within the time limit or the action for its appeal was either dismissed or rejected, or the time limit for bringing the measure expired. appeals, unless the case referred to in point 9 is present;

9) a copy of the declaration of renunciation in writing by all entitled legal proceedings of the resolution of the merger or a copy of the order of the court referred to in art. 516 18 ;

10) a statement signed by all members of the Management Board on the way of realization of the powers of creditors and accomplices resulting from the provisions of law and the resolution of the merger.

§ 3. The registration court shall immediately issue to the company a certificate of the legality of the Polish cross-border merger in the scope of the procedure governed by the Polish law and inscribe in the register a mention of the connection.

§ 4. The application for a certificate of compliance with the Polish law of the cross-border merger provisions shall apply mutatis mutandis.

Article 516 13 . [ Entry of the cross-border merger to the register] § 1. The management board of the acquiring company or the management board or the administrative organ of the merging companies shall notify the cross-border merger to the registered court of the acquiring company or the company newly incorporated in the to be entered in the register.

§ 2. The application shall be accompanied by:

(1) a certificate of the competent authorities for the merging companies of the conformity of the cross-border merger with the law applicable to each of the merging companies in respect of a procedure subject to that law, issued not earlier than six months after the date on which the merger is established. the day of notification

2) the merger plan;

3) write-dowing of the merger;

4) an agreement setting out the conditions for the participation of employees, if required.

§ 3. The register court shall examine, in particular, whether the merging companies have approved the merger plan under the same conditions and, if separate provisions so require, the conditions for the participation of workers have been determined.

§ 4. The registration court shall immediately inform the registry authority of the registration authority which is competent for the company being acquired or any of the companies that are connected by the new company.

Article 516 14 . [ Shares and shares of the acquired company] The shares or shares in the acquired company shall not be subject to conversion into shares or shares in the acquiring company, if they are in possession of:

1) the acquiring company or a person acting in his own name but on the account of that company;

(2) a acquired company or a person acting in his own name but on behalf of that company.

Article 516 15 . [ Exemptions] § 1. Where the acquiring company holds all the shares or shares of the company being acquired, the provisions of Article 4 shall not apply to the acquiring company. 516 3 points 2, 4-6 in the section on shares or shares and art. 516 6 The Executive Board shall draw up a report as referred to in Article 4. 516 5 .

§ 2. In the form of a company being acquired, the provisions of Article 2 ( 506.

§ 3. Where the acquiring company holds shares or shares with a total nominal value of not less than 90% of the share capital of the company being acquired but not covering all of its capital, Article 4 shall apply to the merging company's shares. 502 and art. 503.

Article 516 16 . [ Simplified join mode applicability] In the case of a cross-border merger, the simplified merger mode referred to in Article shall not apply. 516 § 7.

Article 516 17 . [ Uchwała o cross-border merger] § 1. On the day of the merger, the annulment or the annulment of the merger resolution is not acceptable. Art. 21, art. 497 § 2, art. 509 § 1 and art. 510 does not apply.

§ 2. On the day of the merger, the proceedings concerning the appeal of the resolution of the merger shall be terminated.

§ 3. The company is liable to the complainant for the damage caused by a merger which is contrary to the law, the contract or the company's statutes or by good morals.

Article 516 18 . [ The court's decision to allow registration of the cross-border merger] § 1. The company may apply to the court to which the application for annulment or annulment of the resolution has been lodged with the application for an order to allow registration of the merger.

(2) The Court shall issue a provision if:

1. The action is inadmissible, or

(2) the action is manifestly unfounded, or

3) it considers, after recognizing the application at the hearing, that the interest of the company justifies carrying out the merger without undue delay.

§ 3. The court shall issue the order without delay, however, not later than two weeks after the date of the impact of the application, and if the court decides to recognize the application at the trial-within a period of one month.

§ 4. The order shall be subject to a complaint within a period of two weeks.

Division 2

Cross-border merger of the limited partnership

Article 516 19 . [ Transboundary merger of a joint-stock company] The provisions of division 1 and of Article 1 shall apply mutatis mutandis to the cross-border mergers of a limited joint-stock company. 522, 525 and 526.

Chapter 3

Merger with the participation of partnerships

Art. 517. [ Approval of the merger plan of partnerships] § 1. The merger plan calls for a written agreement between the merging companies.

§ 2. Preparation of the merger plan of personal companies by the attachment of a new capital company is not mandatory, taking into account art. 520.

Article 518. [ Plan Content] § 1. The connection plan shall include at least:

1) the type, company and head office of each of the merging companies, the manner of merger, and in the case of a merger by the attachment of a new company-also the type, company and head office of that company;

(2) the number and value of the shares or shares of the acquiring company or of a newly-tied company, granted to the shareholders of the merging company, and the amount of any aid;

(3) the day on which the shares or shares awarded to the shareholders of the merging company entitle them to participate in the profit of the acquiring company or of a newly-tied company;

4) the specific advantages for the shareholders of the merging company, as well as other persons participating in the merger, if such have been granted.

§ 2. Article Recipe 499 § 2 and § 3 shall apply mutatis mutandis.

Article 519. [ Notification of a merger plan to a registered court] The merger plan should be notified to the merging court of the merging companies with the request referred to in Article 4. § 2.

Article 520. [ Analysis of the plan carried out by the expert] § 1. Where a joint-stock company or a company is a joint-stock company or when one of the merging companies is a joint-stock company, the merger plan shall be subject to examination by the expert in respect of correctness and reliability.

§ 2. In the case other than those referred to in paragraph 1, the merger plan shall be examined by an expert where at least one of the members of the merging companies so requests, in that case, in the company to which he is a member, a written request, not later than the period of seven days from the date of notification to the company of its intention to merge.

§ 3. The provisions of Article 4 501, art. 502 § 2 and 3 and Art. 503 shall apply mutatis mutandis.

Art. 521. [ Notice of shareholders of intended merger] § 1. The merging company shall notify accomplices who do not pursue the affairs of the company, twice, in an interval of not less than two weeks, in the manner prescribed for the notification of the shareholders, of the intention to merge with another company, no later than six weeks prior to the planned day of the resolution of the merger resolution. Notification of the application referred to in Article 520 § 2 requires additional notification, indicating the new term of the planned postponing of the resolution.

§ 2. The notice shall specify at least the place and the time limit within which the members may consult the documents of the merger. This time limit shall not be less than one month before the intended date of the resolution of the merger resolution.

§ 3. Article Recipe 505 shall apply mutatis mutandis.

Art. 522. [ Uchwała approving merging companies] § 1. The merger of the companies requires the resolutions of the shareholders meeting or the general meeting of the merging capital companies and the resolutions of all the members of the joint partnership.

§ 2. The abusive congregation of accomplices or general assembly of merging capital companies requires a majority of three-quarters of the votes, representing at least half of the share capital, unless the contract or the company's statutes provide for stricter conditions.

§ 3. In the case of merger of a limited partnership or a limited joint-stock company, the unanimity of the compliments and the resolution of the comanditaries or shareholders shall be required, for which persons representing at least three quarters of the total shall be spoken of. If the contract or the statutes provide for more stringent conditions, the terms of the contract or the statutes shall be provided for in the case

§ 4. Where shares of different types are present in a joint stock company or a limited joint-stock company, the merger decision shall be taken by way of voting by separate groups.

§ 5. The resolutions referred to in § 1-3 shall include the consent of the merger plan, as well as the proposed changes to the contract or the articles of association of the acquiring company or on the content of the agreement or the statutes of the new company.

§ 6. The resolutions referred to in § 1-3 shall be included in the protocol drawn up by the notary.

Art. 523. [ Request for a call to the court of registry] § 1. The management board of the merging capital companies and members of the merger case shall be notified to the Court of Registry by a merger of the companies for the purpose of entering into the register.

§ 2. The deletion of the acquired passenger company from the register may take place no earlier than the date of registration of the increase in the share capital of the acquiring company or the entry in the register of the new company.

§ 3. The provisions of Article 4 507 § 2 and § 3 shall apply mutatis mutandis.

Art. 524. [ Connection Notice] The merger notice shall be made at the request of the acquiring company or the newly-tied company.

Article 525. [ Liability for commitments] § 1. The members of a joint partnership shall be liable on the basis of the existing rules, either on the basis of a subsidy to creditors of a company, jointly and severally with the acquiring company or a newly-tied company, for the obligations of a separate company prior to the date of the merger, by the a period of three years from that date.

§ 2. Article Recipe 31 shall apply mutatis mutandis.

Art. 526. [ Liability for the damage done] § 1. The members of the management board, the supervisory board or the review board and the liquidators of the merging capital companies shall be liable to the shareholders of that company in solidarity for the damage caused by the action or omission contrary to the law or the provisions of the agreement. or the articles of association, unless they are not guilty.

§ 2. The shareholders of the merger shall be responsible to the members of the company in accordance with the rules laid down in paragraph 1.

§ 3. Claims for compensation of damage shall be expired on the expiry of a period of three years from the date of notification of the merger. The provisions of Article 4 § 293 § 2, art. 295 § 2-4, art. 296, art. 298, art. 300 or Art. 483 § 2, art. 484, art. 486 § 2-4, art. 489 and art. 490 shall apply mutatis mutandis.

Article 527. [ Responsibility of the expert] The expert shall be responsible for the rules laid down in the Rules of Article 513.

SECTION II

Division of companies

Article 528. [ Division of companies] § 1. A capital company can be divided into two or more capital companies. It is not permissible to split a joint-stock company if the share capital is not covered in its entirety.

§ 2. The individual company is not subject to division.

§ 3. It must not be divided into liquidation, which commenced the distribution of the assets, nor the company in bankruptcy.

Article 529. [ Split Mode] § 1. A breakdown may be made:

1) by transferring all the assets of a company divided into other companies for the shares or shares of the acquiring company, which include the shareholders of the shared company (division by takeover);

2) by the attachment of new companies to which all the assets of the company being divided for the shares or shares of new companies are transferred (division by the attachment of new companies);

3) by transferring all the assets of the company divided into an existing and rebound company or company (division by taking over and tying up the new company);

4) by transferring part of the assets of a company divided into an existing company or to a newly-affiliated company (division by partial division).

§ 2. The division by partial division shall apply the provisions on the division of companies concerning respectively the acquiring company or the newly-tied company.

§ 3. The members of a shared company may receive, in addition to the shares or shares of the acquiring companies or companies, a cash payment not exceeding a total of 10% of the carrying amount of the shares or shares of the receiving company concerned, as specified in the statement referred to in Article 534 (2) (4), or 10% of the nominal value of the shares or shares allocated to the competent company in the newly-tied company. The acquirer's surcharges shall be made either from the profit or from the capital reserve of that company.

§ 4. Each of the recipient companies or companies may issue their shares or shares to the members of the shared company subject to the payment of a cash payment not exceeding the value referred to in paragraph 3.

Article 530. [ Effects of the division] § 1. The split company shall be dissolved without a winding-up procedure on the date on which it is removed from the register (the day of division).

§ 2. The provision of § 1 shall not apply to division by partial division. The separation of the new company occurs on the day of its entry in the register. In the case of a transfer of a part of the assets of a company divided into an existing company, the partial division of the company shall be issued on the day of the entry in the register of the capital increase of the acquiring company (day of release

Art. 531. [ Position of companies resulting from the division] § 1. The acquiring companies or companies newly bound in connection with the division shall enter into the division date or the date of the separation into the rights and obligations of the company divided, as specified in the distribution plan.

§ 2. On the acquiring company or the company, the newly formed company in connection with the division shall pass from the date of division or from the date of release, in particular, the permits, concessions and relief, remaining in relation to the allocation thereof in the allocation plan the components of the assets of the company being divided and which have been granted to a shared company, unless the law or decision to grant an authorisation, concession or concession provides otherwise.

§ 3. The assets of a shared company which are not assigned in the distribution plan to the acquiring company or to a newly-tied company shall be applied mutatis mutandis for joint ownership in fractional parts. The share of the acquiring company or of a newly-tied company shall be in proportion to the value of the assets of each of those companies in the distribution plan. For the liabilities of the company, which are not attributed in the plan to the recipient companies or to the newly established companies, those companies are jointly and severally liable.

§ 4. The disclosure in the perpetual accounts or registers of the transition to the acquiring companies or of the companies of the newly established rights disclosed in those books or registers shall be made at the request of those companies.

§ 5. On the date of the division or on the day of the partial division, the members of the shared company shall become members of the acquiring company as indicated in the plan of division.

§ 6. The provisions of paragraph 2 shall not apply to authorisations and concessions granted to a financial institution to a financial institution, where the authority which issued the authorisation or the award of a concession has objected within one month of the date of publication of the plan of division.

Article 532. [ Application of the provisions of the Act to the Company] § 1. Article 2 (1) (a) of the European Community 441 § 3 and the provisions concerning the creation of the relevant type of the acquiring company or the newly tied company, with the exception of the provisions on non-monetary contributions, where the provisions of this chapter do not provide otherwise.

§ 2. The provisions of Article 2 shall not apply to the apportioning of the share capital by a reduction of the share capital. 264 § 1 and art. 265 § 2 points 2 and 3-in the case of division of a limited liability company or the provisions of art. 456 and Art. 458 § 2 points 3 and 4-in the case of division of the joint-stock company.

§ 3. Due to the deficiencies referred to in art. 21, the division may not be abrogated in the event that six months have elapsed since the date of division or the hive-off.

Article 533. [ Approval of the company's division plan] § 1. The plan for the division of the company requires a written agreement between the company divided and the acquiring company.

§ 2. In the case of division by the attachment of a new company, the division plan shall be drawn up in writing by the joint company.

§ 3. The joint company, the acquiring company and the newly-affiliated company referred to in § 1 and § 2 shall be the companies participating in the division.

Art. 534. [ Breakdown Plan Items] § 1. The allocation plan shall include at least:

1. the type, company and head office of each of the companies involved in the division;

(2) the ratio between the share of shares or shares in the company being divided into shares or shares of the receiving companies or of the companies newly bound and the amount of any additional payments;

3) the rules for the granting of shares or shares in the receiving companies or in the newly-tied companies;

(4) the day on which the shares or shares referred to in point 3 entitle them to participate in the profit of the respective acquirer or companies newly bound;

5) the rights granted by the acquiring companies or the companies newly incorporated to the partners and to persons particularly entitled to the shared company;

6) specific advantages for the members of the company bodies, as well as other persons involved in the division, if such have been granted;

7. the exact description and distribution of the assets (assets and liabilities) and of permits, concessions or reductions attributable to the acquiring companies or to the newly-tied companies;

(8) the division between the members of the shared company or the shares of the acquiring companies or of the newly established companies and the rules of division.

§ 2. The allocation plan shall be accompanied by:

1) draft resolution of division;

2) a draft amendment to the agreement or the articles of association of the acquiring company or a draft of the contract or the articles of association of the newly-

3) determination of the value of the property of the company divided on a specific day in the month preceding the submission of the application for the announcement of the distribution plan

4. a statement containing information on the company's accounting status, drawn up for the purposes of the breakdown by the date referred to in point 3, using the same methods and in the same arrangement as the last annual balance sheet.

§ 3. In the information referred to in paragraph 2 (4):

1) it is not necessary to present a new probe;

2. the values shown in the last balance sheet should be amended only if this is necessary to reflect the changes in the accounting records; the provisional depreciation allowances and stocks and significant changes to the current account should be taken into account. values not shown in the accounts.

§ 4. The information referred to in paragraph 2 (4) shall not be drawn up by a public company if, in accordance with the provisions on public offering and conditions for the introduction of financial instruments to an organised trading system and on public companies, it publishes and makes available stockholders of half-yearly financial statements.

Article 535. [ Notification of the plan of division to the court of registry] § 1. The allocation plan shall be notified to the registered company of the company or the acquiring company, including the application referred to in Article 4. 537 § 2.

§ 2. In the event of a division by the attachment of the new company, the plan of division together with the application referred to in Article 537 § 2, is subject to notification to the registered company's registered court.

§ 3. The allocation plan shall be announced no later than six weeks before the date of the first resolution on the division referred to in Article 4. 541. A split company or a receiving company shall not be obliged to declare a division plan when not later than six weeks before the date of commencation of the shareholders ' meeting or the general meeting at which the first resolution is to be taken. the question of the division referred to in Article 541, without interruption until the date of termination of the Assembly adopting a resolution on the division, the distribution plan on its website shall be made available free of charge on its website free of charge.

Art. 536. [ Report justifying the division] § 1. The management boards of the shared company and of each of the acquiring companies shall draw up a written report justifying the division of the company, its legal and economic basis and, in particular, the ratio between the exchange of shares or shares referred to in Article 4 (1). 534 (1) (2) and the criteria for their distribution. In the case of particular difficulties in the valuation of shares or shares of a shared company, the report should indicate these difficulties.

§ 2. The Management Board of the shared company shall exercise in respect of the company the newly established task of the management companies of the companies participating in the division provided for in the provisions of § 1 and § 3 and in art. 537-539.

§ 3. (repealed).

§ 4. The Management Board of the shared company shall notify the Management Board of each acquiring company or a newly incorporated company in the organisation of any material change in the assets (assets and liabilities) that occurred between the date of the drawing-up of the plan of division and the day of the resolution of the resolution on the division.

Art. 537. [ Analysis of the plan of division by the expert] § 1. The allocation plan shall be subject to an expert study on correctness and reliability.

§ 2. The registered office according to the registered office of the divided company shall be appointed by the expert at the joint request of the companies involved in the division. In justified cases, the court may appoint two or more experts.

§ 3. The register court shall determine the remuneration for the work of the expert and approve the accounts of his expenditure. If the companies participating in the distribution voluntarily do not pay within two weeks, the court of registry shall download them in accordance with the procedure provided for the enforcement of the court fees.

Article 538. [ Breakdown Plan Assessment] § 1. The expert shall, within a period to be determined by the court, not more than two months from the date of appointment, draw up a detailed opinion in writing and shall submit it together with a plan for the distribution of the registered court and the management boards of the companies involved in the division. That opinion shall include at least:

1) determining whether the ratio of the exchange of shares or shares referred to in art. 534 (1), point 2, shall be duly established;

2) an indication of the method or methods used for determining the proposed share or share exchange ratio, together with an assessment of the appropriateness of their use;

3) an indication of the particular difficulties associated with the valuation of shares or shares of the divided company.

§ 2. On the written request of the expert management companies of the companies involved in the division will submit additional explanations or documents.

Article 538 1 . [ Actions not required for the division of companies with the agreement of all the members of each of the companies involved in the division] § 1. If all the members of each of the companies involved in the division have given their consent, it is not required:

1) draw up the statement referred to in art. 534 § 2 point 4, or

2. the provision of the information referred to in Art. 536 § 4, or

3) examination of the plan of division by the expert and his opinion.

§ 2. Preparation of the documents referred to in Art. 534 § 2 point 4 and in art 536 § 1, as well as examination of the plan of division by the expert and his opinion is not required in the case of division by the attachment of new companies, if the division plan provides that the shareholders of the shared company will retain the share held in the share capital a company shared in the share capital of all newly-tied companies.

§ 3. Where, pursuant to § 1 or 2, the division plan is not subject to examination by an expert, to the assets falling within the plan of division to the acquiring company or to a newly established joint stock company, the provisions of the Articles shall apply mutatis mutandis. 311-312 1 If the report referred to in Article is to be drawn up. 536 § 1, shall be accompanied by an information on the drawing-up of the art in art. 312 the opinion of the auditors. A register court should also be indicated in which the opinion of the auditors was submitted.

Article 539. [ Notice of Shareholders of the intention to divide] § 1. The management boards of the companies should notify the partners twice, with an interval of not less than two weeks, in the manner prescribed for convening the shareholders ' meetings or general meetings, of the intention to divide the company into a joint The split and the transfer of its assets to the acquiring companies or the company shall be rebound, no later than six weeks before the date on which the resolution of the resolution on the division is planned.

§ 2. The notice referred to in § 1 shall contain at least:

1) the number of the Judicial and Economic Monitor, in which the notice referred to in art was made. 535 § 3, unless this notice is the subject of a notice;

2) the place and the time limit within which the members may consult the documents mentioned in art. 540 § 1; this deadline may not be less than one month before the planned day of the resolution of the resolution on the division.

Article 540. [ Shareholders ' authority] § 1. The members of the shared company and the acquiring companies have the right to review the following documents:

1) the plan of division;

2) the financial statements and reports of the management boards of the activities of the company divided and the acquiring companies, for the last three financial years, together with the opinion and report of the auditor, if the opinion or report was drawn up;

3) the documents referred to in art. § 2;

4) the reports of the management boards of the companies participating in the division, drawn up for the purposes of the breakdown referred to in art. 536;

5) the opinion of the expert referred to in art. § 1.

§ 2. If a joint company or the acquiring company has operated in a period of less than three years, the reports referred to in § 1 point 2 should cover the entire period of the company's activities.

§ 3. The members may request that the documents referred to in paragraph 1 be made available to them free of charge at the premises of the company. The members who have given their consent to the use of electronic communications by the company for the purpose of providing information may be sent copies of these documents in electronic form.

§ 3 1 The provisions of paragraphs 1, 2 and 3 of the first sentence shall not apply where the company is not later than one month before the date of commencation of the assembly of shareholders or of the general meeting on which the resolution on the division is to be adopted, without interruption until the date on which the decision is taken. the termination of the Assembly adopting a resolution on the division shall make the documents referred to in paragraphs 1 and 2 available to the public free of charge on its website or, within that period, enable the shareholders on their website to do so. access to these documents in electronic version and their printing.

§ 4. Immediately prior to the adoption of the resolution on the division of the company to the shareholders, the essential elements of the content of the plan of division, the reports of the management board and of the expert's opinion and any significant changes in the assets and liabilities that occurred between the two members should be submitted orally. the date on which the distribution plan was drawn up and the date of the resolution.

Article 541. [ Uchwała committing split] § 1. The division of the company requires the resolutions of the shareholders ' meeting or of the general meeting of the company and each receiving company by a majority of three-quarters of the voting rights, representing at least half of the share capital, unless the contract is concluded or the statutes of the company provide for stricter conditions.

§ 2. The division of the company by the attachment of a new company requires the resolutions of the shareholders ' meeting or the general meeting of the company being divided and the resolutions of the shareholders of each company newly established in the organization, taken in the manner referred to in § 1.

§ 3. The distribution of a public company requires a resolution of the general assembly by a two-thirds majority, unless the statutes of the company provide for stricter conditions.

§ 4. Where shares of different types are present in a company participating in the division, the resolution shall be taken by way of voting by separate groups.

§ 5. If the apportation plan provides for the participation of shares or shares in the acquiring company or a new company under conditions which are less favourable than that of the shared company, the shareholders may raise objections to the plan for the division of the shares in the division plan, a period of two weeks from the date of its announcement and demand from the acquiring company or the company newly-tied redemption of their shares or shares within a period of up to three months from the date of division. In this case, the acquiring company or the newly established company may acquire, following the division, its own shares or shares with a total value not exceeding 10% of the share capital, in accordance with the rules laid down in the Article. 417.

§ 6. The resolution referred to in paragraphs 1 to 3 shall include the consent of the acquiring company or the company newly bound by the plan of division, as well as on the proposed amendments to the agreement or the articles of association of the acquiring company.

§ 7. The resolution, referred to in § 1-3, shall be placed in a protocol drawn up by a notary.

Article 542. [ Entry into the register of division of companies] § 1. The Management Board of each of the companies involved in the division should report to the Court of Registry a resolution on the division of the company in order to enter in the register a mention of such a resolution indicating whether the company involved in the division is a shared company, a company whether or not the company is a newly-tied company.

§ 2. The deletion of a company being divided from the register shall be made ex officio immediately after the registration of an increase in the share capital of the acquiring companies or after the registration of the new companies participating in the division.

§ 3. The entry of the new company into the register shall be made on the basis of the organizational acts and resolutions of the members of the company and the resolutions of the shareholders ' meeting or the general meeting of the company divided.

§ 4. The entry in the register of the division of the company by the partial division shall be effected as soon as the reduction in the share capital of the company is divided, unless the division is made up of the equity of the company other than the company's own.

§ 5. Where the headquarters of the competent courts are situated in different localities, the registered court shall, in accordance with the registered office of the acquiring company or the newly-tied company, notify the registered court with the competent authority of the place of office immediately. of the company being divided by the entries referred to in § 2-4.

§ 6. In the case referred to in paragraph 5, the registered court, according to the registered office of the company, after the deletion of that company from the register, shall, from the office of registry, transfer from the office the registered office of the other companies involved in the division of the documents concerned. the company being divided in order to store them.

Art. 543. [ Announcement of division] The announcement of the division of the company shall be made at the request of the acquiring company or of the newly-tied company.

Art. 544. [ The application for annulment or annulment of the resolution approving the division] § 1. After the date of division or the day on which the company is set aside, either the action for annulment or the annulment of the resolution referred to in Article 1 shall be annulled. 541, it can only be brought against the acquiring company or a newly-tied company.

§ 2. The action referred to in § 1 may be toned up no later than one month from the day of the resolution of the resolution. The provisions of Article 4 249, art. 250, art. 252 § 1 and 2, art. 253, art. 254 or Art. 422, art. 423, art. 425 § 1 and 5, art. 426 and art. 427 shall apply mutatis mutandis.

§ 3. The resolution shall not be subject to challenge by reason of objections relating solely to the ratio of the share of shares or shares referred to in Article 4 (1) of the Regulation. 534 § 1 point 2. This does not limit the right to claim damages on a general basis.

§ 4. After the decision to repeal or to annul the resolution referred to in Article 4, the decision to revoke shall be made. 541, the court shall inform the competent courts of the Registers.

Art. 545. [ Consequences of repeal or annulment] § 1. In the event of an annulment or invalidity of the resolution referred to in Article 541, the registry court of the Office shall delete the entries made in relation to the division from the register.

§ 2. The deletion from the register referred to in § 1 shall not affect the validity of the legal acts of the acquiring company or the newly-tied company made in the period between the day of the division and the day of the notice of deletion. The obligations arising from such activities of the company participating in the division shall be jointly and severally liable.

Art. 546. [ Liability for commitments] § 1. The liabilities assigned in the distribution plan to the acquiring company or to the company of the newly incorporated other company for which the assets of the company were transferred shall be jointly and severally liable for three years from the date of the notice of division. This liability is limited to the value of the net assets allocated to each company in the distribution plan.

§ 2. The creditors of the shared company and of the acquiring company, who have made their claims during the period between the date of publication of the distribution plan and the date of publication of the division and the prima facie evidence that their satisfaction is threatened by the division, may require that the competent court in accordance with the registered office or the receiving company, respectively, has given them the right to secure their claims where such a security has not been established by the company participating in the division.

Article 547. [ People's Entry with Special Permissions] § 1. Persons with special entitlements in the shared company referred to in art. 174 § 2, art. 304 § 2 point 1, art. 351-355, art. 361 and in art. 474 § 3, they have rights at least equivalent to those that have been granted to them so far.

§ 2. Holders of securities other than shares issued by a shared company shall have at least equivalent rights to the acquiring company or to a company which is at least equivalent to those which they have enjoyed so far.

§ 3. The powers referred to in § 1 and § 2 may be amended or abolished by a contract between the authorised and the acquiring company or a newly-tied company.

Art. 548. [ Liability for the damage done] § 1. The members of the management board, the supervisory board or the review board and the liquidators of the companies involved in the division shall be liable to the members of those companies in solidarity for the damage caused by action or omission, which is contrary to the law or provisions of the the articles of association or articles of association, unless they are not guilty.

§ 2. The claims for compensation of damage shall expire on the expiry of a period of three years from the date of the notice of division. The provisions of Article 4 § 293 § 2, art. 295 § 2-4, art. 296, art. 298, art. 300 or Art. 483 § 2, art. 484, art. 486 § 2-4, art. 489 and art. 490 shall apply mutatis mutandis.

Article 549. [ Responsibility of the expert] § 1. The expert shall be responsible to the members of the companies involved in the division for the damage caused by his fault. Where there are several experts, their responsibility shall be in solidarity.

§ 2. The liability referred to in paragraph 1 shall apply mutatis mutandis. § 548 § 2.

Art. 550. [ Prohibition of the company's own shares or shares] § 1. The acquiring company may not include its own shares or shares for the shares or shares it holds in the divided company, and for its own shares or shares of the company divided.

§ 2. The prohibition referred to in paragraph 1 shall also apply to the inclusion of shares or own shares by persons acting in their own name but on behalf of the acquiring company or of a company divided into a shared company.

Article 550 1 . [ The division of the company without the convocation by the congregation of accomplices or the general meeting of the company divided by the resolution of division] In the case of division by taking over, the division may be carried out without the convocation by the congregation of accomplices or the general meeting of the company of the split resolution referred to in art. 541 if the acquiring companies have all the shares or shares of the company divided. In this case, the announcement or making available of the allocation plan referred to in Article 535 § 3, and the making available of the documents referred to in art. 540 shall take place at least one month before the date of submission of the request for the deletion of the divided company; the information referred to in Article 536 § 4 apply to any material changes to the assets (assets and liabilities) that occurred between the date of drawing up the distribution plan and the date of the breakdown of the division into the register.

SECTION III

Conversion of companies

Chapter 1

General provisions

Art. 551. [ Converting companies] § 1. Spółka jawna, spółka partnerska, spółka komandytowa, spółka komandytowo-akcyjna, spółka z ograniczoną odpowiedzialnością, spółka akcyjna (spółka transformation) may be transformed into another commercial company (transformed company).

§ 2. The civil company may be transformed into a commercial company, other than an open company. That provision shall be without prejudice to the provisions of Article 26 § 4-6.

§ 3. The conversion referred to in the first sentence of Paragraph 2 shall apply mutatis mutandis to the transformation of a public company into another commercial company, with the result that Articles shall apply to the effects of the conversion. 26 § 5.

§ 4. It cannot be converted into liquidation, which commenced the distribution of the assets, nor the company in bankruptcy.

§ 5. An entrepreneur who is a natural person performing an economic activity on his own behalf within the meaning of the Act of 2 July 2004. about the freedom of economic activity (Dz. U. of 2013 r. items 672, 675 and 983)-(entrepreneur converted) may transform the form of an operation into a single capital company (transformed company) (conversion of an entrepreneur into a capital company).

Art. 552. [ Transformation Day] The company shall become a company transformed from the moment of the entry of the company transformed into the register (the day of conversion). At the same time, the register court has removed the company from being transformed.

Article 553. [ Powering company of the transformed company] § 1. The transformed company shall enjoy all the rights and obligations of the company to be converted.

§ 2. The company shall be transformed to remain subject, in particular, of permits, concessions and concessions which have been granted to the company prior to its conversion, unless the Act or decision to grant an authorisation, concession or concession provides otherwise.

§ 3. The shareholders of the transformed company participating in the transformation shall become members of the transformation company as of the date of transformation.

Art. 554. [ Change Company Name] Where the change in the wording of the company in connection with the transformation does not consist only of a change of an additional indication indicating the nature of the company, the company is transformed to indicate in brackets of the former company next to the new company from the addition of the word 'formerly', for a period of at least one year from the date of conversion.

Article 555. [ Application of provisions of the Act] § 1. The provisions relating to the establishment of a transformation company shall apply mutatis mutandis to the transformation of the company, if the provisions of this chapter do not otherwise provide.

§ 2. The transformed company cannot be formed by its attachment using the contract pattern.

Art. 556. [ Conditions necessary for conversion] The transformation of the company shall be required:

1) the drawing up of the plan of conversion of the company together with the annexes and the opinion of the auditor;

2) the resolution of the resolution on the transformation of the company;

3) the appointment of the members of the bodies of the transformed company or the definition of accomplices conducting the affairs of that company and representing

4) conclusion of the agreement or signing of the statutes of the transformed company;

5) make in the register of the entry of the company transformed and delineated the company converted.

Art. 557. [ Form of the conversion plan] § 1. The conversion plan shall be prepared by the board of directors of a transformation company or of all the members of the company in the company

§ 2. The conversion plan shall be drawn up in written form under the action of invalidity.

§ 3. In a single company, the conversion plan shall be drawn up in the form of a notarial deed.

Art. 558. [ Transformation Plan Content] § 1. The conversion plan shall include at least:

1. establishing the balance sheet value of the assets of the company converted to a certain day in the month preceding the submission of the conversion plan to the shareholders;

2. the determination of the value of shares or shares of shareholders in accordance with the financial statements referred to in § 2 (4).

§ 2. The conversion plan shall be accompanied by:

1) a draft resolution on the transformation of the company;

2) the draft contract or the statutes of the transformed company;

3) the valuation of the assets (assets and liabilities) of the company transformed;

4. the financial statements drawn up for conversion into the day referred to in paragraph 1 (1), using the same methods and in the same arrangement as the last annual accounts.

Article 559. [ Analysis of Transformation Plan] § 1. The conversion plan shall be audited by a statutory auditor in respect of correctness and reliability.

§ 2. The registered office according to the registered office of the company shall be appointed by the auditor of the company. In justified cases, the court may appoint two or more experts.

§ 3. At the written request of the statutory auditor, the Management Board or the shareholders of the company shall submit further clarifications or documents to him.

§ 4. The statutory auditor shall, within a period to be determined by the court of not more than two months from the date of his appointment, draw up a detailed opinion in writing and submit it together with a plan to transform the register to the registered court and to the company transformed.

§ 5. The registration court shall determine the remuneration for the work of the statutory auditor and approve the accounts of his expenditure. If a company that is voluntarily converted does not pay within two weeks, the register court will download them in accordance with the procedure provided for the enforcement of the court fees.

Article 560. [ Notice of intention to transform] § 1. The company shall notify the shareholders of its intention to take a resolution on the transformation of the company twice, with an interval of not less than two weeks and no later than one month before the intended date of the adoption of that resolution, in so far as it is intended for the purpose of the notification to the shareholders of the transformed company.

§ 2. The notification referred to in § 1 shall contain the essential elements of the conversion plan and the auditor's opinion, and shall specify the place and the time limit within which the shareholders of the converted company may become acquainted with the full content of the plan and the annexes, as well as the auditor's opinion; this deadline may not be less than two weeks before the planned date of the resolution of the resolution.

§ 3. The notification referred to in paragraph 1 shall be accompanied by a draft resolution on conversion and a draft agreement or statutes of the transformed company; this shall not apply to the case in which the notification is announced.

Article 561. [ Shareholders ' authority] § 1. Members shall have the right to review the documents referred to in Article 4 in the company's premises. 558 and art. 559 § 4 and request the release of these documents free of charge.

§ 2. Directly prior to the postponement of the resolution on the transformation of the company to the shareholders, the relevant elements of the content of the conversion plan and of the auditor's opinion should be submitted orally.

Article 562. [ Uchwała approving recast] § 1. The transformation of a company requires a resolution, in the case of transformation of the company, by the partners, and in the case of conversion of a capital company, by the congregation of shareholders or the general meeting, in the manner prescribed by the Article 571, art. 575, art. 577 § 1 point 1 and in art. 581.

§ 2. The praise referred to in § 1 shall be placed in a protocol drawn up by a notary.

Art. 563. [ Content of the resolution approving the transformation] The resolution of the transformation of the company should include at least:

1) the type of company in which the company is transformed;

2) the amount of the share capital, in the case of transformation into a limited liability company or in a joint-stock company, or the amount of the limited sum, in the case of conversion into a limited partnership, or the nominal value of the shares, in the case of a transformation into a limited liability company the transformation into a limited joint-stock company;

(3) the amount to be paid to shareholders not participating in the transformed company, which may not exceed 10% of the balance sheet value of the assets of the company;

4) the scope of the rights granted in person to the partners participating in the transformed company, if the granting of such rights is provided;

5) the names and names of the members of the management board of the company transformed, in the case of transformation into a capital company, or the names and names of accomplices conducting the affairs of the company and supposed to represent the transformed company, in the case of transformation in a separate company;

6) consent to the wording of the agreement or the statutes of the transformed company.

Art. 564. [ Form of statement of participation in the transformed company] § 1. The company shall call on accomplices, in the manner prescribed for their notification, to submit, within one month of the day on which the resolution was taken to convert the company, the declarations of participation in the company transformed. This does not apply to accomplices who have made such statements on the day of the resolution.

§ 2. The statement referred to in § 1 requires the written form under the rigorous annulment.

Art. 565. [ Claim of an accomplice in the event of a failure to make a statement] § 1. A member who has not made a declaration of participation in the transformed company shall have a claim for payment of the amount corresponding to the value of his shares or shares in the company converted, in accordance with the financial statements drawn up for the conversion targets. The claim expires at the end of two years from the date of conversion.

§ 2. The Company shall make the payment referred to in § 1, no later than six months from the date of conversion. If a claim is made after the date of conversion, the deadline shall run from the date of filing the claim.

§ 3. The provisions of § 1 and § 2 shall apply mutatis mutandis to the reimbursement of the subject of a non-monetary contribution.

Art. 566. [ Pricing of shares or shares] § 1. Where the partner has objections to the accuracy of the valuation of the shares or shares, as adopted in the conversion plan, he may report, at the latest on the day on which the resolution is taken, the revaluation of the balance sheet value thereof. shares or shares.

(2) If a company fails to take into account the request referred to in paragraph 1 within two months of the date on which it was lodged, the partner shall have the right to bring an action to determine the value of his shares or shares. This action shall not prevent the registration of the conversion.

Art. 567. [ The application for annulment or invalidity of a resolution of a transformation] § 1. The provisions of Article 4 (1) of the Financial Regulation shall apply to the adoption of a resolution on the conversion of a company or a capital company or a declaration of invalidity of that resolution. 422-427.

§ 2. The resolution cannot be challenged only on the basis of the provisions referred to in Article 2. § 566 § 1.

§ 3. An action for annulment or annulment of a resolution must be brought within one month from the date of receipt of the notice of resolution, but no later than three months from the date of the resolution.

Art. 568. [ Liability for damages] § 1. Persons acting as a transformation company shall be jointly and severally liable to the company, shareholders and third parties for damage caused by action or omission, contrary to the law or provisions of the contract or articles of association, unless they are not guilty of any fault.

§ 2. The auditor is liable to the company and associates of the company converted for the damage caused by his fault. Where there are several experts, their responsibility shall be in solidarity.

§ 3. The claims referred to in § 1 and § 2 shall be statute-bared for three years from the date of conversion.

Art. 569. [ Request for conversion] The application for entry into the register shall be lodged by all the members of the management board or by the members having the right of representation of the company transformed.

Article 570. [ Recast announcement] The notice on the transformation of the company shall be made at the request of the Management Board of the transformed company or of all the partners conducting the affairs of the company transformed.

Chapter 2

Conversion of a personal partnership into a capital company

Article 571. [ Recast of a company in capital] The conversion of a personal partnership into a capital company shall take place if, in addition to the requirements referred to in Chapter 1, all the members of the company have been converted into a capital company, except that in the case of a limited partnership and a partnership A limited joint-stock is sufficient if, in addition to all the complimentary compliments, the comanditarians or shareholders representing at least two-thirds of the comandite or share capital will be expressed, unless the contract or the contract is the statutes provide for stricter conditions.

Article 572. [ Applying provisions for the transformation of the public company] In the case of the transformation of an open company in which all the members of the company have been engaged in the company's affairs, the provisions of Article 4 shall not apply 557-561. This does not apply to the obligation to prepare the documents referred to in Article 4. 558 § 2, and the valuation of the assets and liabilities of the company audited by the auditor.

Article 573. [ Application of provisions for the conversion of a limited joint-stock company] § 1. In the case of transformation of a limited joint-stock company into a joint-stock company, the provisions of art. 328-330 shall apply mutatis mutandis.

§ 2. The documents of shares of the transformed joint-stock company are invalidated from the date of conversion.

Article 574. [ Liability of members of the company to be transformed] The members of the company in turn shall be jointly and severally liable with the company transformed for the obligations of the company which arose before the date of conversion for a period of three years from that date.

Chapter 3

Transformation of a capital company into a separate company

Article 575. [ Transformation of a capital company into a separate company] The transformation of a capital company into a separate company shall take place if, in addition to the requirements referred to in Chapter 1, a joint venture representing at least two thirds of the capital has been declared in favour of the conversion of a capital company into a separate company. Unless the contract or statute provides for stricter conditions.

Article 576. [ Uchwała o transformational spółki] § 1. The resolution on the transformation of a capital company into a limited partnership or a limited joint-stock company requires, in addition to obtaining the required majority, the consent of the persons who are to be complimented in the transformed company, expressed in written form under Invalidity. The other shareholders of the transformation company become the comanditaries or the shareholders of the transformed company.

§ 2. In the case of transformation of a joint-stock company into a limited joint-stock company provision of art. 573 applies mutatis mutandis.

Chapter 4

Conversion of a capital company into another capital company

Article 577. [ Transformation of a capital company into a different capital company] § 1. The transformation of a capital company into another capital company shall take place if, in addition to the requirements referred to in Chapter 1:

1) for the transformation of the company the members representing at least half of the share capital, by a majority of three-quarters of the votes, unless the contract or statute provides for more stringent conditions;

2. the company is transformed into approved financial statements for at least the last two financial years;

3. the transformed joint-stock company shall be fully covered by the share capital;

4) the share capital of the transformed company will be not lower than the share capital of the company transformed.

§ 2. If a company has been operating for less than two years, the financial statements referred to in § 1 (2) should cover the entire period of activity of the company not covered by the annual financial statements.

Article 578. [ Invalidation of action documents] The stock documents of a transformed joint-stock company shall be invalidated on the date of conversion.

Article 579. [ Rights and obligations of the partner of the company to be transformed] § 1. The rights and obligations of the partner of a transformation company which do not comply with the provisions of the Law on a transformed company shall lapse by virtue of the law on the day of conversion.

§ 2. The joint, whose rights are terminated in accordance with § 1, shall have the company of the company transformed into a claim for an appropriate remuneration. This remuneration should be paid no later than the year from the date of conversion, unless the authorised and the company decides otherwise.

§ 3. A partner who has been obliged to the company to be converted to recurring non-cash benefits may be exempted from this obligation towards the company transformed for payment of the appropriate remuneration.

§ 4. Article Article § 415 § 3 does not apply.

Article 580. [ Bond of bondholders] Holders of convertible bonds, bonds with a right of priority or other bonds entitled to cash benefits in a converted joint-stock company shall have in a company with a limited liability at least equivalent to those which They have been favours. This does not preclude the amendment or expiry of those powers by means of an agreement between the authorised and the company transformed.

Chapter 5

Conversion of a separate company into a separate company

Art. 581. [ Transformation of a separate company into a separate company] The conversion of a separate company into a separate company shall take place if, in addition to the requirements referred to in Chapter 1, all the members of the company have been converted into a company.

Art. 582. [ Application of provisions of the Act] In the case of the transformation of an open company or a partner company in which all the members of the company have been engaged in the affairs of the company, the provisions of Article 4 shall not apply. 557-561. This does not apply to the obligation to prepare the documents referred to in Article 558 § 2 points 1 and 2.

Art. 583. [ Powers of the associate's heir] § 1. In the event of the death of an associate of a public company, his heir may demand the transformation of the company into a limited partnership and the granting of the status of a comanditary. The company should take into account the request of the heir to the deceased partner, unless the other members of the company have adopted a resolution on the termination of the company.

§ 2. The request of the heir to the deceased partner shall also be considered to be taken into account when the other shareholders have passed a resolution on the transformation of the public company into a limited joint-stock company, awarding the heir to the shareholder status of that company.

§ 3. The company shall, taking into account the request of the deceased partner's heirs, carry out the duties referred to in Article 4 of the Regulation. 557-561.

§ 4. The heir may submit a request within six months, counting from the date on which the acquisition of the inheritance is determined.

§ 5. If, within the period referred to in § 4, the heir obtains the status of a comandite or a shareholder of a limited joint-stock company or at that time the company will be dissolved, he shall be liable for the liabilities of the company so far arising only according to the succession law.

Article 584. [ Liability for Company's obligations] The shareholders of the transformation company shall be liable for the liabilities of the company which arose before the date of conversion on the previous basis for a period of three years from that date.

Chapter 6

Conversion of an entrepreneur into a capital company

Article 584 1 . [ Transformation Day] § 1. The entrepreneur is transformed becomes a company transformed from the moment of the company's entry into the register (the day of conversion). At the same time, the competent authority from the office shall delete the entrepreneur from the Central Register and the Information on Economic Activity.

The Court of First Instance shall, without delay, send to the competent authority a copy of the order in respect of the entry in the register of the business of the sole proprietor of the capital company resulting from the conversion.

Article 584 2 . [ Rights and obligations of the company transformed] § 1. The transformed company shall enjoy all the rights and obligations of the entrepreneur in the conversion.

§ 2. The company shall be transformed to remain subject, in particular, of permits, concessions and concessions which have been granted to the entrepreneur before it is converted, unless the Act or decision to grant an authorisation, concession or concession provides otherwise.

§ 3. The natural person referred to in Article 551 § 5, becomes the date of transformation of the partner or the shareholder of the company transformed.

Article 584 3 . [ Modification of the entrepreneur's company] Where a change in the company of an entrepreneur transformed in connection with conversion is not only to add a part identifying the legal form of the transformed company, the company is transformed into an obligation to indicate in brackets of the former company, next to the the new company, with the addition of the word "formerly"-for a period of at least one year from the date of conversion.

Article 584 4 . [ Adequate application of the provisions concerning the formation of the transformed company] The provisions relating to the establishment of a transformation company shall apply mutatis mutandis to the conversion of an economic operator, where the provisions of this Chapter do not provide otherwise

Article 584 5 . [ Requirements for the conversion of the trader] The transformation of the trader shall be required:

1) the drawing up of the plan of conversion of the entrepreneur together with the annexes and the opinion of the auditor;

2) make a declaration on the transformation of the entrepreneur;

3) the appointment of members of the bodies of the transformed company;

4) conclusion of the company agreement or the signing of the statutes of the transformed company

5) make in the register of the entry of the company transformed and deleting the entrepreneur transformed from the Central Register and the Information on Economic Activity.

Article 584 6 . [ Economic conversion plan] The conversion plan shall be drawn up in the form of a notarial deed.

Article 584 7 . [ Content of entrepreneur's conversion plan] § 1. The conversion plan of an entrepreneur should include at least the determination of the carrying amount of the entrepreneur's assets, converted into a specific day in the month prior to the drawing up of the business transformation plan

§ 2. The conversion plan shall be accompanied by:

1) a draft statement on the transformation of the entrepreneur;

2) a draft of the founding act (statutes);

3) the valuation of the assets (assets and liabilities) of the entrepreneur;

4. the financial statements drawn up for conversion into the day referred to in § 1.

§ 3. If the entrepreneur is not obliged to keep the accounts under the Act of 29 September 1994. on the accounts, the financial statements referred to in paragraph 2 (4) shall be drawn up on the basis of a summary of the tax records of the revenue and income book and of other records kept by the trader for tax purposes, an inventory of nature, and other documents enabling the report to be drawn up.

Article 584 8 . [ Examination of the business transformation plan] § 1. The conversion plan of an entrepreneur should be subject to examination by a statutory auditor in respect of correctness and reliability.

(2) The Court of First Instance, according to the registered office of the trader, shall designate the registered auditor at the request of the trader. In justified cases, the court may appoint two or more experts.

§ 3. At the written request of the auditor, the trader shall submit additional clarifications or documents to the auditor.

§ 4. The statutory auditor shall, within a period to be determined by the court of not more than two months from the date of his appointment, draw up a detailed opinion in writing and submit it together with a plan to transform the trader to a registered court and an economic operator. to be converted.

§ 5. The registration court shall determine the remuneration for the work of the statutory auditor and approve the accounts of his expenditure. If an entrepreneur converted voluntarily these receivables does not pay within two weeks, the court of registry shall download them in the manner prescribed for the execution of court fees.

Article 584 9 . [ Declaration on the transformation of the entrepreneur] The declaration of transformation of the entrepreneur should be drawn up in the form of a notarial deed and specify at least:

1) the type of company in which the entrepreneur is transformed;

2. the amount of the share capital;

3) the scope of the rights granted personally to an entrepreneur transformed as a partner or a shareholder of a company transformed, if the grant of such rights is provided;

4) names and names of the members of the Management Board of the transformed company.

Article 584 10 . [ Liability of persons acting as an entrepreneur transformed] § 1. Persons acting as an entrepreneur who is transformed shall be jointly and severally liable for such trader, company, partner and third party for damage caused by an act or omission, contrary to the law or provisions of a contract or statute. companies, unless they are not guilty of fault.

§ 2. The natural person referred to in art. 551 § 5, is liable to the company, associates and third parties for damage caused by action or omission, contrary to the law or the provisions of the agreement or articles of association, unless it is not guilty.

§ 3. The statutory auditor shall be liable to the trader in respect of the damage caused by his or her fault. Where there are several experts, their responsibility shall be in solidarity.

§ 4. The claims referred to in paragraphs 1 to 3 shall be expired after three years from the date of conversion.

Article 584 11 . [ Application for conversion to register] The application for entry into the register shall be lodged by all the members of the management board of the company transformed.

Article 584 12 . [ Announcement on the transformation of the entrepreneur] The notice on the transformation of the trader shall be made at the request of the Management Board of the transformed

Article 584 13 . [ Liability for obligations of the entrepreneur transformed] The natural person referred to in Article 551 § 5, stands jointly and severally with the company transformed for the obligations of an entrepreneur transformed in connection with the business activity arising before the date of conversion, for a period of three years from the date of conversion.

Title V

Penal provisions

Article 585. (repealed).

Art. 586. [ Liability for failure to submit a claim for bankruptcy of a company] Who, being a member of the management board of a company or liquidator, does not request the bankruptcy of a commercial company despite the conditions justifying the bankruptcy of the company

-is subject to a fine, punishable by restriction of liberty or imprisonment by the year.

Art. 587. [ Responsibility for unfit duties] § 1. Who, in the performance of the duties set out in Titi III and IV, announces the untrue data or presents it to the authorities of the company, the State authorities or the person appointed for review

-is subject to a fine, punishable by restriction of liberty or imprisonment by the age of 2.

§ 2. If the perpetrator acts unintentionally

-is subject to a fine, punishable by restriction of liberty or imprisonment by the year.

Art. 588. [ Liability of a board member or liquidator for the acquisition of own shares by the company] Who, being a member of the management board or liquidator, allows for the acquisition by a trading company of his own shares or shares or to take them in a pledge

-is subject to a fine, punishable by restriction of liberty or imprisonment for up to six months.

Art. 589. [ Responsibility for the issuance of documents] Who, being a member of the Management Board or liquidator of a limited liability company, allows the company to issue a registered, bearer, or documents on behalf of shares or rights to the profits in the company

-is subject to a fine, punishable by restriction of liberty or imprisonment for up to six months.

Article 590. [ Liability for issuing false attestations] Who in order to allow an unlawful vote in the general meeting or the unlawful exercise of minority rights:

1) issue a false certificate of the deposit of the holding of voting rights,

2) use another action document which does not entitles its owner to vote,

3) issue a false certificate of the right to participate in the general meeting of the public company,

4) forwards or provides a false list of shareholders entitled to participate in the general meeting of the public company

-is subject to a fine, punishable by restriction of liberty or imprisonment by the year.

Art. 591. [ Responsibility for use of false documents] Who, by voting at the general meeting or exercising minority rights, uses:

1) false attestation of the filing of the voting rights document,

2) a person's share document without the owner's consent,

3) a third-party action document which does not entitles its owner to vote,

4) false attestation of the right to participate in the general meeting of the public company,

5) false instructions to vote at the general assembly of a public company-shall be subject to a fine, punishing the restriction of liberty or imprisonment by the year.

Art. 592. [ Responsibility of the Management Board Member for issuing shares] Member of the Management Board, which permits the issue of action documents:

1) underpaid,

2) prior to registration of the company,

3) in case of an increase in the share capital-before the registration of the increase

-is subject to a fine, punishable by restriction of liberty or imprisonment by the year.

Art. 593. [ Property Property] Crime cases referred to in art. 585 -592 belong to the jurisdiction of the district courts.

Art. 594. [ Responsibility of the management board member for overcapacity] § 1. Who, while being a member of the management board of a commercial company, is in breach of the obligation to do so:

1) does not submit to the court the registered list of accomplices,

2) does not keep a book of shares in accordance with the provisions of art. 188 § 1 or does not keep a book in accordance with the provisions of art. 341 § 1,

3) does not convene a congregation of accomplices or general assembly,

4) refuse to explain to the person appointed for review or does not allow it to perform its duties,

5) does not provide the court with a registered application for the appointment of statutory auditors,

6) make no mention of the submission of an opinion by a certified auditor in the register court in accordance with the provision of art. 312 § 7

-subject to a fine of up to 20 000 zlotys.

§ 2. Who, being a member of the Management Board, allows the company for a period of more than three months against the law or contract remains without a supervisory board in due composition

-subject to a fine of the same amount.

§ 3. The provisions of § 1 and § 2 shall apply mutatis mutandis to the liquidators.

§ 4. The fine shall be imposed by the court of registry.

Article 595. [ Liability for shortfalls in letters and commercial orders] § 1. Who, being a member of the management board of a capital company, allows for the fact that the letters and commercial orders and the information referred to in art. 206 § 1 and art. 374 § 1, do not contain the data referred to in those regulations or, being a complimentary of a limited joint-stock company authorised to represent the company, it allows the letters and commercial orders and the information referred to in art. 127 § 5, do not contain the data specified in this provision

-subject to a fine of up to 5000 zlotys.

§ 2. Rules of Art. 594 § 3 and § 4 shall apply mutatis mutandis.

Title VI

Amendments to existing provisions, transitional provisions and final provisions

SECTION I

Amendments to the provisions in force

Art. 596. (bypassed).

Article 597. (bypassed).

Art. 598. (bypassed).

Art. 599. (bypassed).

Article 600. (bypassed).

Art. 601. (bypassed).

Article 602. (bypassed).

Article 603. (bypassed).

Article 604. (bypassed).

Article 605. (bypassed).

Article 606. (bypassed).

Article 607. (bypassed).

Article 608. (bypassed).

Article 609. (bypassed).

SECTION II

Transitional provisions

Article 610. [ Repealed provisions] As from the date of entry into force of the Act, the provisions on matters within it shall be repealed, unless otherwise provided for in the provisions below.

Article 611. [ Provisions Maintained in Power] Specific provisions shall remain in force concerning:

1) (repealed);

(2) companies engaged in banking activities;

3. listed companies or over-the-counter markets;

4) companies operating brokerage houses;

5) The National Depository for Securities S.A.;

6) companies carrying out insurance business;

7) companies of investment funds;

8. pension societies;

9. public broadcasting companies;

10) companies resulting from the commercialisation and privatization of state-owned enterprises;

11) other commercial companies regulated in separate statutes.

Article 612. [ Application of provisions of the Act] Legal relations in the field of commercial companies existing on the date of entry into force of the Act shall apply its provisions, unless the provisions of the following stipulate otherwise.

Article 613. [ Regulation of the powers of shareholders and members] § 1. The powers of accomplices and shareholders of commercial companies acquired before the entry into force of the Act shall remain in force.

§ 2. The content of the powers referred to in § 1 shall be subject to the provisions of the current law.

§ 3. To change the content of the powers and regulations of the partners and shareholders made after the entry into force of the Act, its provisions apply.

Article 614. [ The application of the provisions of Article 613] § 1. The provisions of Article 4 613 shall apply mutatis mutandis to the founding certificates and commercial activities.

§ 2. Founding certificates shall expire at the latest 10 years after the entry into force of the Act.

Article 615. [ Application of the provisions to the obligations of the members of the capital companies § 1. On the date of entry into force of the Act, its provisions shall apply to the duties of the members of the members of the

§ 2. The date of expiry of the term of office of a member of the body of a capital company which started before the entry into force of the Act shall be assessed according to the regulations

Article 616. [ Application of the provisions for entry into the register] For cases of entry in the register of an open company, a limited partnership, a limited liability company or a joint-stock company, initiated and not completed until the date of entry into force of the Act, the existing provisions shall apply, unless the provisions of the following provide otherwise.

Article 617. [ Application of provisions for mergers and conversion of capital companies] To combine and convert capital companies, in the event of an appropriate resolution by an assembly of accomplices (general meeting) prior to the entry into force of the Act, the existing regulations apply; however, the legal effect of the merger or the conversion, entered in the register after the entry into force of the Act, shall be assessed according to its provisions.

Article 618. [ Applying provisions to concessions, permits and reductions] The provisions of Article 4 494 § 2 and art. 531 § 2 shall apply to concessions, permits and reductions granted after the date of entry into force of the Act, unless the existing provisions provide for the transfer of such allowances to the acquiring company or to a newly-tied company.

Article 619. [ Application of provisions to resolutions] The current provisions shall apply to the resolutions of shareholders and the resolutions of the bodies of capital companies that have been taken up before the entry into force of the Act.

Article 620. [ Application of provisions to assess the effects of legal events] § 1. For the assessment of the effects of legal events, the provisions in force on the date on which the events occurred shall apply.

§ 2. On the date of entry into force of the Act for the Impact Assessment:

1) establishment of the company in the organization as a result of the conclusion of the capital company agreement

2) the events being the basis of the decision of the registered court about the termination of the capital company, according to art. 21,

provisions of the Act shall apply.

Article 621. [ Applying the provisions to claims] For claims arising before the entry into force of the Act, and according to the provisions of the Commercial Code on that date not yet expired, the provisions of the statute of statute of limitations with the following restrictions apply:

1) the beginning, suspension and interruption of the limitation period shall be assessed according to the provisions of the Commercial Code, for the period prior to the date of entry into force of the Act;

2) if the statute of limitations under the provisions of the Act is shorter than according to the provisions of the Commercial Code, the limitation period starts with the date of entry into force of the Act; if however the statute of limitations started before the date of entry into force of the Act taking into account the limitation period laid down in the Commercial Code earlier, the statute of limitations shall take place on the expiry of that earlier date.

Article 622. [ Application of provisions on matters concerning commercial companies] Before the date of entry into force of the law, the cases brought before the general courts or the amicable courts in the field of commercial companies shall be subject to the application of the provisions of the previous law.

Article 623. [ The deadline for the adaptation of the provisions of existing company agreements] § 1. Within three years from the date of entry into force of the Act, the trading companies existing on the date of entry into force of the Act shall adjust the provisions of their contracts, instruments of incorporation or statutes to its provisions.

§ 2. The provisions of § 1 shall not apply to the provisions of the contracts of companies or statutes underlying the establishment of the powers referred to in art. 613 § 1.

§ 3. In the event of a breach of the provision of § 1, the registration court may ex officio or at the request of a person having the legal interest to call for the company to remove the infringement within a period of not more than six If the company does not make a request, the court may also ex officio issue a decision on the dissolution of the company.

Article 624. [ The date for the increase in the share capital by existing companies] § 1. Within three years from the date of entry into force of the Act of limited liability company referred to in art. 612, they shall increase the share capital at least up to 25 000 PLN and meet the requirements for the minimum share value specified in art. 154 § 2. The latest within five years from the date of entry into force of the Act, these companies will adjust the amount of share capital to the requirements set out in Art. 154 § 1.

§ 2. Within three years from the date of entry into force of the Act of the joint-stock companies referred to in art. 612, they will increase the share capital at least to the amount of PLN 250,000. No later than five years from the date of entry into force of the Act, those companies shall adjust the share capital to the requirements laid down in the Article. 308 § 1.

§ 3. The existing provisions concerning the minimum amount of share capital and the nominal value of shares or shares are to be applied to the capital companies in the organisation notified to the register court before the date of notification of the law. The provisions of § 1 and § 2 shall apply to these companies.

§ 4. Where a capital company has failed to comply with the requirements laid down in § 1 or § 2, the provisions of Article 3 (1) shall apply. 623 § 3 shall apply mutatis mutandis. In addition, shareholders or members of such a company may not charge dividends or other benefits from the company until the requirements laid down in § 1-3 are met. This does not apply to participation in the assets of the company in the event of termination or liquidation.

Article 625. [ Deadline for Preferential Shares of the Treasury] § 1. For the period up to 31 December 2004 the statutes of the companies involved after the entry into force of the Act, in which the State Treasury is a shareholder, may provide for a preference for the Treasury shares to vote higher than specified in the art. 352; however, it is not possible to grant the Treasury more than five votes per share.

§ 2. The provision of § 1 shall be repealed from the date of accession of the Republic of Poland to the European Union. From the date of accession of the Republic of Poland to the European Union in the Articles of Association of companies in which the State Treasury is a shareholder, it is permissible to favour the shares or shares of the State Treasury in the cases referred to in art. 351-354.

§ 3. The powers of the State Treasury in the joint-stock companies acquired in accordance with § 1 shall be used for the purpose of applying Article 1. 613.

Article 626. (repealed).

Article 627. (repealed).

Article 628. [ Ranga provisions of the Act] In case of doubt, whether to apply the provisions to date or to the provisions of the Act, the provisions of the Act should be applied.

Article 629. [ Application of provisions of the Act] If the provisions in force refer to the provisions of the Regulation of the President of the Republic-Commercial Code or the Regulation of the President of the Republic-Provisions introducing the Commercial Code, repealed by the provision of art. 631, or refer generally to the provisions of the Commercial Code on Explicit Companies, comandite companies, limited liability companies or joint-stock companies, the relevant provisions of the Act shall apply in this respect.

Article 630. [ Application of the provisions with respect to the commercial register, company, prohura] Where the provisions in force refer to a commercial register, a company or a procuring provisions of a Regulation of the President of the Republic, the repealed provision of Article 4 (1) shall be made. 631 point 1, or refer generally to the commercial register, company or procur regulations, apply in this respect the provision art. 632 [ 17] .

SECTION III

Final provisions

Art. 631. [ Repealed provisions] Including the provision art. 632 laws, they lose power:

1) Ordinance of the President of the Republic of 27 June 1934 -Commercial Code (Dz. U. No 57, pos. 502, of 1946 No. 57, item. 321, of 1950 Nr 34, pos. 312, of 1964 No 16, pos. 94, 1988 Nr 41, pos. 326, of 1990 No 17, pos. 98 and No. 51, pos. 298, of 1991. Nr 35, pos. 155, Nr 94, pos. 418 i Nr 111, poz. 480, of 1994 Nr 121, pos. 591, 1995 Nr 96, pos. 478, of 1996. Nr 6, pos. 43, of 1997. Nr. 88, pos. 554, Nr 118, pos. 754, Nr 121, poz. 769 and 770, 1999 No. 101, pos. 1178 and 2000 Nr 60, poz. 702);

2) Ordinance of the President of the Republic of 27 June 1934 -Provisions introducing the Commercial Code (Dz. U. No 57, pos. 503, of 1945. Nr 40, pos. 224, of 1946 Nr 31, pos. 197 i Nr 60, pos. 329, of 1947. Nr 5, pos. 20, of 1961 Nr 58, pos. 319, of 1964 No 16, pos. 94, of 1997. Nr 121, pos. 769 and 1999 No. 101, pos. 1178).

Article 632. (repealed).

Article 633. [ Entry into force] The Act shall enter into force on 1 January 2001.

1) This Act shall apply to the transposition of the following Directives of the European Communities:

1. First Council Directive 68 /151/EEC of 9 March 1968 (1). on the coordination of safeguards which are required in Member States from companies within the meaning of the Article. In order to ensure the protection of the interests of both accomplices and third parties, the second paragraph of Article 58 of the Treaty shall, in order to achieve their equivalence in the Community as a whole, Urz. EC L 65, 14.03.1968, p. 8, z Late. zm.; Dz. Urz. EU Polish Special Edition, rozdz. 17, t. 1, str. 3, from late. zm.);

2) Second Council Directive 77 /91/EEC of 13 December 1976. on the coordination of safeguards which are required in Member States from companies within the meaning of the Article. The second paragraph of 58 of the Treaty, in order to obtain their equivalence, to protect the interests of both accomplices and third parties in the creation of a joint-stock company, as well as the maintenance and alteration of its capital (Dz. Urz. EC L 26, 31.01.1977, p. 1, from late. zm.; Dz. Urz. EU Polish Special Edition, rozdz. 17, t. 1, str. 8, z Late. zm.);

3) third Council Directive 78 /855/EEC of 9 October 1978. issued on the basis of Article 54 para. 3 lithium g of the Treaty, concerning mergers of public limited liability companies (Dz. Urz. EC L 295, 20.10.1978, p. 36, z późn. zm.; Dz. Urz. EU Polish Special Edition, rozdz. 17, t. 1, str. 42, of late. zm.);

4) Sixth Council Directive 82/891/EEC of 17 December 1982. issued on the basis of Article 54 para. 3 lithium g of the Treaty concerning the division of public limited liability companies (Dz. Urz. EC L 378, 31.12.1982, p. 47, of late. zm.; Dz. Urz. EU Polish Special Edition, rozdz. 17, t. 1, str. 50, of late. zm.);

5) eleven Council Directive 89 /666/EEC of 21 December 1989. concerning disclosure requirements in respect of branches established in a Member State by certain types of companies governed by the law of another country (Dz. Urz. EC L 395, 30.12.1989, p. 36, z późn. zm.; Dz. Urz. EU Polish Special Edition, rozdz. 17, t. 1, str. 100, of late. zm.);

6) twelfth Council Directive 89 /667/EEC of 21 December 1989 on the company's right to be governed by the law of the European Union. concerning one-person limited liability companies (Dz. Urz. EC L 395, 30.12.1989, p. 40, z późn. zm.; Dz. Urz. EU Polish Special Edition, rozdz. 17, t. 1, str. 104, of late. zm.);

(7) Directive 2001 /17/EC of the European Parliament and of the Council of 19 March 2001 on the subject on the reorganisation and winding-up of insurance undertakings (Dz. Urz. EC L 110, 20.04.2001, p. 28; Dz. Urz. EU Polish Special Edition, rozdz. 6, t. 4, str. 3);

8) Directive 2001 /24/EC of the European Parliament and of the Council of 4 April 2001 on the reorganisation and winding-up of credit institutions (Dz. Urz. EC L 125 of 05.05.2001, p. 15; Dz. Urz. EU Polish Special Edition, rozdz. 6, t. 4, str. 15).

[ 1] Article 10 (4) added by Article 1 point 2 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 2] Art. 10 § 5 added by art. 1 point 2 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 3] Repealed by Art. 3 of the Act of 9 June 2011. on the amendment of the Act-Penal Code and some other laws (Journal of Laws No. 133, item. 767), which entered into force on 13 July 2011.

[ 4] Article 23 1 § 4 added by art. 1 point 3 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 5] Article 40 1 added by art. 1 point 5 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 6] Article 58 (2) added by Article 1 point 8 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 7] Article 106 1 § 4 added by art. 1 point 11 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 8] Article 158 (1) 2 in the version set by the Article. 1 point 13 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 9] Art. 180 § 2 added by art. 1 point 16 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 10] Art. 188 § 4 added by art. 1 point 17 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 11] Article 208 § 11 added by art. 1 point 18 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 12] Article 240 1 added by art. 1 point 20 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 13] Article 248 (3) in the version set by the Article. 1 point 21 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 14] Article 255 (4) added by Article 1 point 22 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 15] Article 259 1 added by art. 1 point 23 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 16] Article 270, point (2) 1 added by art. 1 point 24 of the Act of 28 November 2014. o Change of the Act-Code of Commercial Companies and certain other laws (Journal of Laws of 2015 items 4). The amendment came into force on 1 April 2016.

[ 17] Repealed by Art. 6 of the Act of 14 February 2003. on the amendment of the Act-Civil Code and some other laws (Journal of Laws No. 49, pos. 408), which entered into force on 25 September 2003.