Key Benefits:
ACT
of 4 March 2005
o European Economic Interest Grouping and European Company
TITLE I
General provisions
Article 1. [ Regulatory scope] The Act regulates:
1) registration and certain rules of the organisation of the European grouping of economic interests, in the field of unregulated in Regulation No 2137 /85/EEC of 25 July 1985. on the European Economic Interest Grouping (EZIG) (Dz. Urz. EC L 199 of 31.07.1985);
2) the establishment, organisation and operation of a European company, in the field of unregulated in the Regulation No 2157 /2001/EC of 8 October 2001. on the Statute for a European Company (SE) (Dz. Urz. EC L 294, 10.11.2001);
3) the rules of engagement of employees in the European company.
Article 2. [ Definitions] The terms used in the Act shall mean:
1. a financial institution, a financial institution within the meaning of the Article. 4 § 1 item 7 of the Act of 15 September 2000 -Code of Commercial Companies (Dz. U. of 2013 r. items 1030, with late. zm.), hereinafter referred to as the "Code of Commercial Companies";
2. Member States-Member States of the European Union or the Member States of the European Free Trade Agreement (EFTA)-the parties to the Agreement on the European Economic Area;
3) Register-Register of Entrepreneurs in the National Court Register;
4) Regulation 2137/85-the regulation referred to in art. 1 point 1;
5) Regulation 2157/2001-the regulation referred to in art. 1 point 2;
6. European company, the European public limited liability company as defined in Regulation 2157/2001;
7) a public company-a company within the meaning of art. 4 pt. 20 of the Act of 29 July 2005. public offering and conditions for the introduction of financial instruments to an organised trading system and on public companies (Dz. U. of 2013 r. items 1382, with late. zm.);
(8) a participating company, a company which is directly involved in the establishment of a European company;
(9) the competent authority of the company, the management or administrative organ of the company, in accordance with the provisions of the law to which the company is subject;
10) grouping-the European economic interests grouping set out in Regulation (EC) No 2137/85;
(11) a group manager-a natural or legal person who conducts a grouping case.
Article 3. [ Entry to register] 1. The grouping shall be subject to the entry in the register on the rules specified for the public companies, if the Act does not provide otherwise.
2. The European Company, hereinafter referred to as the "SE", shall be subject to the entry in the register on the terms specified for public limited liability companies, if the Act does not provide otherwise.
Article 4. [ Competent Authority] 1. An appropriate body within the meaning of the Article. 8, 55 and 64 of Regulation (EC) No 2157/2001 shall be the registered court according to the registered office of the SE.
2. An appropriate body within the meaning of Article 4 (2) 25 and 26 of Regulation (EC) No 2157/2001 shall be the registered court according to the registered office of the joint-stock company participating in the establishment of the SE by the merger.
Article 5. [ Submission of data] The Central Information of the National Court Register shall transmit the data, which according to art. Article 11 of Regulation (EC) No 2137/85 or 14 of Regulation (EC) No 2157/2001 shall be published in the Official Journal of the European Union, to the Office for Official Publications of the European Union within one month of their publication in the Monitor Judicial and Economic Monitors.
Article 6. [ Relocation of the headquarters of the SE or of the SE] In the case of transfer of the headquarters of the group or the seat of an SE from another Member State on the territory of the Republic of Poland, as well as from the territory of the Republic of Poland to another Member State, the article shall apply mutatis mutandis. 12 (1) 1 and 2 of the Act of 29 September 1994. of accounting (Dz. U. of 2013 r. items 330, of late. zm.).
TITLE II
European economic interest groupings
Article 7. [ Application of provisions on public limited company] In cases not governed by Regulation (EC) No 2137/85 and in the act of grouping, the provisions on the public company shall apply mutatis mutandis.
Article 8. [ Declarations to the register] The registration shall be subject to the data referred to in Article 4. 5 and 7 of Regulation 2137/85.
Article 9. [ Filing] 1. The registration of the grouping and the data subject to the entry shall be made by the liquidator or liquidators thereof, in accordance with the rules of representation laid down in the grouping agreement.
2. The attainment of a member from the grouping and the termination of the grouping as a result of resolutions of the members may report to the register also each of its members.
3. A clause excluding the liability of a member who has acceded to the grouping, for the regrouping obligations arising prior to his accession, may report to the register also the acceding member.
(4) The declaration of grouping shall be accompanied by a statement by all liquidators of the grouping that there are no indications which, in accordance with the provisions of Article 3 (1), 19 (1) Article 1 of Regulation No 2137/85 preclude the exercise of that function. This declaration shall also be attached to the register of each new administrator.
5. If the documents or data subject to the filing of the register are written in a foreign language, they shall be accompanied by a certified translation into Polish.
Article 10. [ Announcement] 1. Required by the right of announcement originating from a grouping shall be published in the Monitor of the Judicial and Economic Area. A grouping agreement may impose an obligation to advertise in another way too.
2. The notice shall also be referred to the filing in the register of documents and data referred to in art. 7 lit. b-j Regulation (EC) No 2137/85.
Article 11. [ Group Manager] 1. The group shall apply mutatis mutandis to the group of regrouping. 201-211 and 293-300 of the Commercial Companies Code.
2. A legal person may be a regrouping administrator if it is to appoint as its representative at least one natural person whose data are subject to disclosure in the register in accordance with art. 7 lit. D of Regulation 2137/85. That representative shall be liable under the conditions laid down in the Article. 293-300 of the Commercial Companies Code. A representative shall apply an Article. 9 ust. 4 of the Act.
Article 12. [ Membership status] In addition to the cases referred to in Article 28 para. 1 of Regulation 2137/85, membership in a grouping shall cease as soon as the member's bankruptcy is declared bankrupt. The accounts between the members of the group and the grouping shall apply mutatis mutandis. 65 of the Code of Commercial Companies.
Article 13. [ Termination of the Agreement] 1. The creditor of a member of the group may terminate the grouping agreement on the basis of the rules laid down in the art. 62 § 2 and 3 of the Commercial Companies Code.
2. The result of termination shall be the termination of the membership of that member whose termination is applicable.
Article 14. [ Group Liquidators] In the absence of a different provision of the contract or resolution of its members, the liquidators of the grouping shall be the liquidators of the group. The resolution shall require unanimity, unless otherwise provided for in the grouping agreement.
TITLE III
European company
CHAPTER 1
Establishment of a European company
Article 15. [ Participation on the assumption of SE] Under the assumption SE may participate, apart from the companies mentioned in art. 2. 1-4 of Regulation 2157/2001, also a company which meets the requirements set out in Art. 2. 5 of Regulation 2157/2001.
Article 16. [ Uchwała o merger] 1. If the SE established by the merger is to have its registered office outside the borders of the Republic of Poland, the merger resolution shall be taken by means of an explicit and imitated vote.
2. In the case referred to in paragraph. 1, each action is one vote per share.
Article 17. [ Request for buy-back of shares] 1. Shareholders, who voted against the merger resolution, may demand the redemption of their shares.
2. Shareholders shall submit to the company a written redeeming request together with a document entitling to exercise the rights from shares within ten days from the date of the resolution of the merger.
3. Shareholders of a public company together with the request referred to in the paragraph. 2, they shall submit an imitational certificate of deposit issued in accordance with the provisions of the Act of 29 July 2005. marketing of financial instruments (Dz. U. of 2014 items 94, z późn. zm.).
Article 18. [ Plot of shares] 1. The purchase of shares shall be made at the quoted price on the regulated market, according to the average rate of the last three months before the merger is taken or, when the shares are not listed on a regulated market, at a price determined by the expert designated by the court of registry. An application for appointment of an expert shall be submitted to the Management Board within 14 days from the date of the resolution. The provisions of Article 4 312 § 5 and 6 of the Commercial Companies Code shall be applied accordingly. The Management Board announces the fixed price in the journal of the nationwide coverage within 14 days from the date of its determination. The buyout shall be effected through the company.
2. The purchase of shares may also be carried out by the company. A company may acquire by way of redemption its own shares, the total nominal value of which, together with its own shares acquired so far by it, by its subsidiaries or cooperatives, or by persons acting on their account, may not exceed 25% the share capital of the company. The Company, acquiring own shares, pays the redemption price to the shareholders within three weeks from the date of its announcement by the Management Board of the company.
3. The redemption limits shall not apply to the redemption of the shares resulting from the statutes.
4. The persons who intend to purchase the shares shall pay the share equal to the price of all the acquired shares (redemption price) to the bank account of the company within three weeks from the date of the announcement of the buy-back price by the company.
5. Rules for the allocation of shares to purchasers shall be defined by the resolution of the Management Board or the administrative board If the buyout covers more than 10% of the share capital, and the company operates the supervisory board, the approval of the supervisory board is required.
6. Within 14 days of the expiry of the period referred to in paragraph. 4, the company pays the redemption price to the shareholders referred to in art. 17 para. 2, and shall issue to purchasers the documents entitling them to exercise the rights of shares, subject to paragraph. 7.
7. Where the subject of redemption is shares registered in the depository of securities within the meaning of the Act of 29 July 2005. on the trading of financial instruments, the transfer of those shares shall be based on an agreement concluded between the shareholder requesting the buy-back and the buyer, once the relevant record is made on the account of the buyer's securities, or on the right one a summary account in accordance with the provisions of that law.
Article 19. [ Notice] 1. If a company participating in a merger for the purpose of establishing an SE which is to have its registered office in another Member State is a financial institution with a registered office in the territory of the Republic of Poland, of its intention to merge the competent authority the company shall inform the competent supervisory authority at the latest on the day of the communication plan.
2. The competent supervisory authority may, within two months of the date of notification of the merger plan, express an objection to the merger by means of an administrative decision. The decision of the supervisory authority to oppose the company is entitled to an administrative court.
Article 20. [ Application for a certificate] 1. Application for the certificate referred to in Art. 25 par. Article 2 (2) of Regulation (EC) No 2157/2001 cannot be submitted before the expiry of the time limit for the resolution of the merger decision referred to in Article 2 of Regulation 509 § 2 of the Code of Commercial Companies.
2. The application for the certificate referred to in Art. 25 par. Article 2 (2) of Regulation (EC) No 2157/2001,
1) proof of the announcement of the data in accordance with art. 21 of Regulation 2157/2001;
2) a resolution of the merger in order to establish an SE, undertaken in accordance with the provisions of the Commercial Companies Code and in accordance with art. 16 laws;
3) proof of the purchase of shares of the shareholders of the company, who voted against the merger and demanded a buyout in accordance with art. 17 laws;
4) a statement by the members of the management board of the company on the appeal of the merger resolution;
5) a resolution of the general meeting of the participating company approving the agreement on the involvement of employees, if the assembly reserved the right of approval in accordance with art. 23 (1) 2 of Regulation 2157/2001.
3. The register court may issue the certificate referred to in art. 25 par. Article 2 (2) of Regulation (EC) No 2157/2001, in spite of an action for annulment or for annulment of a merger resolution, if it is likely that the action is manifestly unfounded. Where, following the issue of a certificate, the final decision is based on the validity of the merger resolution or of the annulment of the decision, the shareholder who has suffered damage as a result of the entries on the basis of a resolution recognised as invalid or repeal may be make her restitution from the SE regardless of the fault of the members of her organs.
4. The issue of the certificate referred to in Article 4 25 par. Article 2 (2) of Regulation (EC) No 2157/2001, the court of registry shall give a decision on which appeal is entitled. The provisions of the Act of 17 November 1964, respectively, shall apply to the proceedings. -Code of Civil Procedure (Dz. U. of 2014 items 101, of late. zm.), hereinafter referred to as the 'Code of Civil Procedure'.
Article 21. [ Transformation of a public limited company into an SE] 1. In the case of transformation of a joint-stock company into an SE the provisions of Article shall apply accordingly. 552-557, art. 558 § 2 paragraphs 1-3, art. 560, 561, art. 563 points 1-2 and 4-6 and art. 567-570 and 578-580 of the Code of Commercial Companies.
2. The provisions referred to in paragraph. 1, shall apply mutatis mutandis in the case of transformation of an SE into a joint-stock company governed by Polish law in accordance with art. 66 of Regulation 2157/2001.
Article 22. [ Documents] 1. The declaration of an SE for its entry in the register shall be accompanied by:
1) regardless of the method of establishment-an agreement on the involvement of the employees, concluded pursuant to the provisions of Title IV of the Act, or the resolution of the special negotiating team not to enter into negotiations or to terminate them, taken in accordance with art. 81 (1) 1 of the Act; these documents are not required if the SE declaration occurs after the expiry of the period referred to in Art. 77 par. 1 or 2;
2) in case of establishment of SE by merger:
(a) the certificate referred to in Article 25 par. 2 of Regulation (EC) No 2157/2001, issued for each of the participating companies by the competent authority of the State to which each participating company is governed,
(b) the merger plan approved by the resolution of the general meeting of each of the participating companies;
3. in the case of the holding of the SE:
(a) documents enabling it to be established that the requirements laid down in Article 4 are met. 2. 2 of Regulation 2157/2001,
(b) the plan for the establishment of the SE and the opinions of an expert or expert, drawn up in accordance with Article (Article 32 of Regulation 2157/2001,
(c) the resolution of the general meeting or the congregation of the members of each of the companies involved in the approval of the plan for the
(d) a statement from the competent authorities of the participating companies stating that within the time limit laid down in the Article 33 (1) 1 of Regulation (EC) No 2157/2001 has been lodged with the minimum percentage of shares or shares of those companies as defined in the plan of the SE,
(e) a statement from the competent authorities of the participating companies stating that the decision to approve the plan for the establishment of the SE has not been brought into action for its annulment or for its annulment,
(f) a resolution of the general meeting or of a meeting of the members of the participating company approving the agreement on the involvement of employees, if the assembly reserved the right of approval in accordance with the provisions of Article 4 (1). 32 par. 6 of Regulation 2157/2001;
4) in the case of the assumption of a subsidiary SE-documents permitting the conclusion that the requirements laid down in the Article are fulfilled. 2. 3 of Regulation 2157/2001;
5) in the case of the establishment of the SE by the transformation of a joint-stock company subject to Polish law:
(a) documents enabling it to be established that the requirements laid down in Article 4 are met. 2. 4 of Regulation 2157/2001,
(b) the conversion plan and the report drawn up in accordance with Article 37 par. 4 of Regulation 2157/2001,
(c) the opinion of the experts drawn up in accordance with the Article 37 par. Article 6 of Regulation No 2157/2001,
(d) a resolution on the conversion undertaken in accordance with Article 4 (1) of 37 par. Article 7 of Regulation No 2157/2001.
2. If the documents referred to in paragraph 1, shall be drafted in a foreign language, they shall also be accompanied by their certified translation into Polish.
CHAPTER 2
Bodies of the European company
Chapter 1
Dualistic system
Article 23. [ Dualistic system] Where a dualistic system is adopted in the statutes of the SE, in accordance with Article Article 38 of Regulation 2157/2001, the provisions of this Regulation and of this Chapter shall apply.
Article 24. [ General Assembly] 1. Regardless of the competence of the supervisory board in this regard, the member of the Management Board may be dismissed or suspended in the activities also by the General Assembly.
2. The statutes of the SE may stipulate that the members of the Management Board shall be appointed or dismissed by the General Assembly.
Article 25. [ Take Action by revoked member] A member of the supervisory board, which is delegated to perform the duties of a member of the Management Board who has been cancelled, resigned or otherwise cannot exercise his duties in the supervisory board, may carry out those activities for a period of time not limited to the exercise of his/her duties. More than three months.
Article 26. [ Supervisory Board] 1. The Supervisory Board of the SE shall consist of at least three members, and if the SE is a public company-at least of five members.
2. If the statutes do not provide otherwise, each member of the supervisory board may request the members of the management board and employees of the SE to present the supervisory board at its next meeting of documents, reports or explanations.
Chapter 2
Prompting
Article 27. [ Monistic] Where the statutes of the SE have adopted a monitoring system, the provisions of Article 4 (1) Article 38 of Regulation 2157/2001, the provisions of this Regulation and of this Chapter shall apply. In such a case, the SE shall establish an administrative board.
Article 28. [ Administrative Board] 1. The administrative board shall conduct the SE's cases and represent the SE and shall exercise constant supervision over its activities.
2. The competence of the administrative board shall also include all matters not reserved by statutes or statutes for the general meeting.
Article 29. [ Application of provisions of the Code of Commercial Companies] 1. If the provisions of the law do not provide otherwise, the provisions of the Code of Commercial Companies and the separate laws on the Management Board and the Supervisory Board and their members shall apply to the administrative board of the SE and its members accordingly. In the event of doubt whether the management or supervisory board rules should be applied to the administrative board or its members, the provisions governing the management and its members shall apply.
2. The provisions of Article 2 shall not apply. 378, 381-384, art. 385 § 1-2, art. 386-387, art. 388 § 1 and 4 and art 389-391 of the Commercial Companies Code.
Article 30. [ Delegation of competence] 1. The administrative board may entrust the conduct of the SE's cases to the executive director or executive directors (delegation of powers), unless the statute or statute provides otherwise. The administrative board may at any time amend or withdraw the delegation of powers referred to in the preceding sentence.
2. The delegation of competence, amendment or withdrawal shall be subject to a resolution of the administrative board.
Article 31. [ Competence of the administrative board] 1. The exclusive competence of the administrative board in the area of conducting the affairs of the SE shall be decided on:
1) the appointment and dismissal of executive directors;
2) determining the remuneration of executive directors;
3) the setting of annual and multiannual business plans;
4) express consent to the payment of the shareholders of the advance on the expected dividend at the end of the financial year;
5) the adoption of the report on the activities of the SE and the financial statements for a given financial year, in order to present their customary general meeting for consideration and approval;
6) marking the issue price of new shares in the case of the authorisation referred to in art. 432 § 1 point 4 of the Commercial Companies Code;
7) making the activities reserved in art. 433 § 5 sentence, second and third, of the Commercial Companies Code for the Management Board and the Supervisory Board;
(8) to carry out the operations referred to in Article 436 § 3 and 4 of the Commercial Companies Code;
9) make the activities reserved in art. 444-447 of the Commercial Companies Code for the Management Board and the Supervisory Board;
10) the conclusion by the SE, which is a subsidiary, of a loan contract, a loan, surety or other similar agreement with a member of the management board, the administrative board, the executive director, the procurator or the liquidator of the parent company;
11) other reserved in the statutes for the exclusive competence of the administrative board.
2. The competence of the administrative board shall also be:
1) taking a resolution on the reduction of the share capital or redemption of own shares in cases where on the basis of separate provisions it is not for this proper general meeting;
2) take resolutions on convening the general meeting and granting and revoking the procurs, unless the statute or statute provides otherwise.
Article 32. [ Principle of collegiality] 1. The administrative board shall exercise its competence in a collegiate way, unless the statutes provide otherwise.
2. The administrative board may examine all the documents of the SE, request the Director or the Executive Directors and the staff of the reports or explanations and review the assets of the SE. Any member of the administrative board may also request the presentation of the administrative board at its next meeting of the documents, reports or explanations.
3. If the statutes so constitute, subject to art. 31, the administrative board may delegate certain powers to the Committee or committees composed of at least two of its members. A member of the administrative board which is the Executive Director shall not participate in the supervising committee of the SE's activities.
4. Committees of the administrative board shall specify the statutes or regulations of the administrative board. This does not apply to committees which are composed of executive directors which are not members of the administrative board. The tasks of these Committees shall be exclusively the preparation or implementation of a resolution of the administrative board.
Article 33. [ Composition of the administrative board] 1. The administrative board consists of at least three, and in a public company at least of five members.
2. Members of the administrative board shall be dismissed by the General Assembly, unless the statutes provide otherwise.
Article 34. [ Meeting of the administrative board] 1. A member of the administrative board or the executive director may request the convening of a meeting of the administrative board, giving the proposed agenda. The chairman of the administrative board shall convene a meeting within two weeks from the date of receipt of the request.
2. If the chairman of the administrative board does not convene a meeting in accordance with the paragraph. 1, the applicant may convene it by itself, stating the date, place and proposed agenda.
3. The executive director in charge of the financial affairs of the SE or the chairman of the administrative board, within the time limit referred to in paragraph. 1, convenes a meeting of the administrative board in the event of the circumstances referred to in art. 397 of the Code of Commercial Companies.
Article 35. [ Taking a resolution] 1. The administrative board shall take resolutions if all its members have been properly informed of the meeting.
2. Taking a resolution in accordance with the procedure laid down in Art. 388 § 2 and 3 of the Commercial Companies Code shall not apply to the election of the President and the Vice-President of the Administrative Board and the appointment and dismissals of the Executive Director.
Article 36. [ Rules of Procedure of the Administrative Board] 1. The organization and method of carrying out the tasks of the administrative board shall be determined by its rules of procedure.
2. The Rules of Procedure of the Administrative Board shall be adopted by the General Assembly, unless the statutes provide otherwise.
Article 37. [ Restrictions] 1. In the view of the SE, the members of the administrative board shall be subject to the restrictions laid down in this chapter, the statutes, the rules of procedure of the administrative council and the resolutions of the general meeting.
2. The General Assembly may not issue a council to administer the binding instructions for the conduct of the affairs of the SE.
Article 38. [ Attorney] In the contract between the SE and a member of the administrative board, as well as in the dispute with him, the SE represents the proxy appointed by the resolution of the General Assembly.
Article 39. [ Prohibition of competition] A member of the administrative board may not, without the consent of the general meeting, deal with competitive interests or participate in a competitive company as a partner in a civil partnership, a personal partnership and as a member of a management body, or supervising its activities, or as the Executive Director of a capital company, nor participate in any other competitive legal person as a member of the governing body or supervising its activities. This shall also apply to the participation in a competitive capital company in the event of a member of the administrative board holding at least 10% of the shares or shares or the right to appoint at least one member of the management board or of the administrative board in the such company.
Article 40. [ Executive Director] 1. The administrative board may appoint one or more executive directors. It shall apply to the Executive Directors. 18 Commercial Companies Code.
2. The number of executive directors and their powers shall be determined by the resolution of the administrative board, unless the statutes provide otherwise.
3. The executive director may be a member of the administrative board or a person outside its composition; however, the administrative board should, at least in half, be composed of members who are not executive directors. The statutes may provide for stricter requirements in this respect.
4. If two or more executive directors are appointed, the rules of procedure referred to in Article 4 shall be adopted. 42 par. The first sentence may give one of them specific powers to direct the work of the Executive Directors (General Executive Director) and also to anticipate that, in the event of equality of votes, the result of the vote shall be decided by his vote.
5. The General Executive Director shall not be the chairman of the administrative board, unless the statutes provide otherwise. This restriction shall also apply where there is only one Executive Director in the SE.
Article 41. [ Director's reference] 1. The Executive Director may be cancelled at any time by the administrative board. It shall not deprive him of any claim of employment or any other legal relationship which is the basis for the duties of the Executive Director.
2. An appeal from the administrative board of a member who is the executive director shall be tantamount to a cancellation of the Executive Director's function, unless the resolution of the appeal provides otherwise.
3. The Board of Appeal shall submit an explanation before the administrative board approvates the joint report of the Executive Directors on the performance of the duties, as well as an explanation in the course of preparation by the administrative board of the report of the the activities of the SE and the financial statements for the financial year, including the duration of the Executive Director's duties, unless the resolution is otherwise provided for by the Executive Director.
Article 42. [ Report on the performance of duties] 1. The organisation and the way of carrying out activities by executive directors shall be determined by the rules of procedure adopted by the administrative board. The Executive Directors shall submit to the administrative board, within three months of the end of each financial year, a total report on the performance of the duties.
2. In the view of the SE, executive directors shall be subject to the restrictions laid down in this chapter, the statutes, the rules of procedure referred to in paragraph 1. 1, and the resolutions of the administrative board.
3. The administrative board may issue binding instructions to the executive directors concerning the conduct of the SE's cases. The General Assembly shall not give the executive directors binding instructions on the conduct of the SE's cases.
Article 43. [ Powers of Executive Directors] 1. The powers of executive directors, who are not members of the administrative board to represent the SE, shall cover all judicial and extrajudicial activities relating to the scope of the matters assigned to them. The statutes may limit those powers with legal effect to third parties.
2. Article 2 (2) shall apply to the Executive Directors. 373 Code of Commercial Companies.
3. The executive directors having the right to represent the SE shall be subject to the entry in the register with an indication of the manner and extent of representation.
Article 44. [ Remuneration of executive directors] (1) The remuneration of the executive directors shall be determined by the administrative board in a resolution adopted with the participation of its members, who shall not be executive directors.
2. The General Assembly may authorize the members of the administrative board, not executive directors, to establish that the remuneration of the executive directors also includes the right to a particular share of the annual profit of the SE which is intended for division between shareholders in accordance with art. 347 § 1 of the Commercial Companies Code.
Article 45. [ Representation of the company] In the contract between the SE and the executive directors, as well as in the dispute with them, the company represents a member of the administrative board which is not the executive director.
Article 46. [ Prohibition of competition] 1. The Executive Directors shall apply Article 1. 377 Code of Commercial Companies.
2. Executive Directors shall not, without the consent of the SE, deal with competitive interests or participate in a competitive company as a partner in a civil partnership, a personal partnership, and as a member of a management body or supervising its activities, or as an executive director of a capital company, or participate in any other competitive legal person as a member of the management body or supervising its activities. This shall also apply to the participation in a competitive capital company in the event of the holding by the Executive Director of at least 10% of the shares or shares or of the right to appoint at least one member of the management board or of the administrative board in such a a company.
3. If the statutes do not provide otherwise, the consent referred to in the paragraph shall be provided. 2, provides the administrative board in a resolution adopted with the participation of its members only, who are not executive directors.
Article 47. [ Civil Liability of members of the administrative board] 1. The laws of the administrative board shall be applied to the civil liability of the members of the administrative board. 479-481 and 483-490 of the Commercial Companies Code.
2. The rules of law shall apply mutatis mutandis to the civil law of the executive directors. 481 and 483-490 of the Code of Commercial Companies.
CHAPTER 3
Transfer of the registered office of a European company
Article 48. [ Request for buy-back of shares] Shareholders who voted against the resolution to transfer the registered office of an SE from the territory of the Republic of Poland to another Member State may demand the redemption of their shares. The provisions of Article 4 16-18 shall apply mutatis mutandis.
Article 49. [ The application for annulment or the annulment of a resolution] An action for the annulment or annulment of a resolution referred to in Article 48, may be toned up no later than one month from the date of the announcement of the resolution.
Article 50. [ Request to satisfy or secure creditors ' claims] Creditors whose claims arose before the day of the announcement of the resolution on the transfer of the registered office of the SE from the territory of the Republic of Poland to another Member State, and who have reported their claims within one month of the day notice of the resolution of the transfer of the registered office and the prima facie evidence that their satisfaction is threatened by the transfer of the registered office, may demand the satisfaction or protection of their claims.
Article 51. [ Notice] 1. If the SE, which intends to transfer the registered office from the territory of the Republic of Poland to another Member State, is a financial institution, of its intention to transfer the registered office, the competent authority of the SE shall notify the competent supervisory authority at the latest on the day of the announcement of the plan for the transfer
2. The competent supervisory authority may, within two months of the date of notification of the plan for the transfer of the registered office, by means of an administrative decision, express an objection to the transfer of the registered office. The decision of the supervisory authority to oppose the SE shall have a complaint to the administrative court.
Article 52. [ Application for a certificate] 1. Application for the certificate referred to in Art. 8 ust. Article 8 of Regulation (EC) No 2157/2001 cannot be submitted before the expiry of the time limit to challenge the resolution of the transfer of the registered office referred to in Article 8 of Regulation (EC) 49.
2. The application for the certificate referred to in Art. 8 ust. Article 8 of Regulation (EC) No 2157/2001 shall be accompanied by the following:
1) a resolution on the transfer of the registered office of the SE;
2) the plan to transfer the registered office of the SE and the report drawn up in accordance with art. 8 ust. 3 of Regulation 2157/2001;
3) proof of the redemption of the shares of the shareholders who voted against the transfer of the registered office and demanded a buy-back;
(4) a statement by the members of the management board or of the administrative board of the SE on the appeal of the resolution of the transfer of the registered office;
5) proof of the security or satisfaction of the claims of creditors in accordance with art. 50.
3. The register court may issue the certificate referred to in art. 8 ust. (8) Regulation (EC) No 2157/2001, in spite of an action for annulment or for annulment of a resolution on the transfer of the registered office, if it is firm that the action is manifestly unfounded. Where, following the issue of a certificate, a judgment is annulled by a final judgment or the decision is annulled, a shareholder who has suffered damage as a result of an entry on the basis of a resolution recognised as invalid or abrogated may assert that the decision is based on the redress from the SE regardless of the fault of the members of its organs.
4. The issue of the certificate referred to in Article 4 8 ust. In accordance with Article 49 (8) of Regulation (EC) No 2157/2001, a registered court shall rule on which appeal shall be made. The provisions of the Civil Procedure Code on the registration procedure shall apply mutatis mutandis.
Article 53. [ Documents] 1. An application for entry in the SE register, transferring the registered office in the territory of the Republic of Poland, should contain the data referred to in art. Paragraphs 1 to 5, 7 and 8, and 10 to 12 and Article 318 (1) of the Regulation. 319 § 1 of the Code of Commercial Companies. The notification shall be accompanied by:
1) the statutes of the SE in the form of a notarial deed, in accordance with the regulations in force in the Republic of Poland;
2) the certificate referred to in art. 8 ust. Article 8 of Regulation (EC) No 2157/2001, issued by the competent authority of the State whose law applies to the SE.
2. If the documents referred to in paragraph 1, shall be drafted in a foreign language, they shall also be accompanied by their certified translation into Polish.
Article 54. [ Call] 1. If the main management of the SE with the registered office in the territory of the Republic of Poland is located in another member state, the register court of the office or at the request of the persons concerned calls for the SE to be restored within the specified time of compliance the registered office and the chief executive, in such a way that:
1) it will transfer the main management to the territory of the Republic of Poland, or
2. it shall transfer its registered office to the Member State in which its main management is situated, in accordance with Article 3 (2) of the Statute of the European Union. Article 8 of Regulation No 2157/2001.
2. If the SE within the prescribed period does not make the call for notice, the register court shall impose a fine provided for in the provisions of the Code of Civil Procedure on the execution of non-cash benefits. Art. 1052, second sentence, and art. 1053 of the Code of Civil Procedure does not apply.
3. If, despite the double imposition of the SE, there is no need for a summons, the register court may establish a curator for it for a period of not more than three months. The curator shall be obliged to take steps to restore the compliance of the registered office and the main management board of the SE without delay. The registration court may, at the request of the competent authority of the SE or the shareholders representing at least 10% of the share capital of the SE, cancel the curator before the expiry of the period for which it was established, if the steps to be reinstated are taken the compliance of the registered office and the chief executive. The curator set up for the SE shall apply the provisions of the Article. 26 par. 2 and 3, art. 30 and Art. 31 par. 2 and Article 32 of the Act of 20 August 1997. o National Court Register (Dz. U. of 2015 items 1142, 1893 and 1923).
Article 55. [ Ruling on Solution SE] 1. After the unsuccessfully expiry of the time limit referred to in art. 54 para. 3, the registration court may extend the appointment of a curator for a period not exceeding 3 months if the curator's activities could not be completed by the end of the period for which it was established, or to establish a new curator.
2. If, in spite of twice the imposition of fines or the establishment of a curator, the SE will not restore the conformity of its registered office and the chief executive, the registry court of the office shall adjudicate the SE's solution and establish the liquidator.
Article 56. [ Complaint] 1. On the provisions of the register court in the cases of the call for the restoration of conformity of the registered office and of the principal board, the application of fines, the establishment of the curator, its appeal and the refusal of its appeal shall be entitled to a complaint.
2. The transfer of the complaint to the order on the call for the restoration of conformity of the registered office and of the chief executive shall withhold the course of the deadline set for the removal of the non-conformity.
3. The order of the court on the settlement of the SE shall be entitled to appeal.
Article 57. [ Application of the provisions of the Civil Procedure Code] To the proceedings provided for in Article 4. 54-56 in matters not regulated in those provisions, the provisions of the Code of Civil Procedure of the Non-procedural Proceedings shall apply accordingly.
TITLE IV
Involvement of employees in the European company
CHAPTER 1
General provisions
Article 58. [ Definitions] The terms used in Title IV shall indicate:
1) a subsidiary-an entrepreneur in which another company exercises a dominant influence within the meaning of art. 4 of the Act of 5 April 2002. o European Works counds (Dz. U. 2012 r. items 1146 and 2015 items 1240), hereinafter referred to as "the Law on European Works Counds";
2) establishment-an organizational unit without legal personality, performing business activity based on a divisional team of people and material resources;
(3) the subsidiary or establishment, the subsidiary or the undertaking of the participating company, which is to become a subsidiary or an SE in connection with its establishment;
4. a worker-a person who is regarded as a worker by the law of the Member State concerned, who applies to employment relationships in a company or establishment employing that person;
5. a representative of employees, a representative of employees, as defined in the law of a Member State or in accordance with the practice of that
6) a special negotiating team-a team formed in accordance with the provisions of Chapter 2 of this Title to conclude with the competent body of companies participating in the agreement on the rules of engagement of employees in SE;
7) the representative body-the body representing the employees, created by the agreement referred to in Chapter 3 of this title, or under the provisions of Chapter 4 of this Title;
8. involvement of employees-ensuring the right of employees to information, consultation and participation, enabling them to influence the decisions taken in the SE;
(9) inform the representative body or, in the absence of any such body, otherwise established by representatives of employees, in cases involving the SE and its subsidiaries and establishments located in different Member States, as well as in matters which go beyond the powers of the bodies of subsidiaries or undertakings making decisions in the Member States concerned, in so far as the form and time are available to the representative body, or an examination of the employees ' representatives established in another way the information provided and the preparation of the consultation with the competent authority of the SE;
(10) consultations-exchange of views and dialogue between the representative body or other representatives of the employees and the competent authority of the SE in the field, form and time limit, enabling the opinion to be taken into account; their completion when taking a decision in the SE;
11) participation-the influence of the representative body or otherwise established by the employees ' representatives on the matters of the SE by the right to choose or appoint a certain number of members to the supervisory board or the administrative council of the SE or the right of them recommending or the right to oppose the designation of some or all of the members of those bodies;
12. identification data-the name or company of the participating company, the subsidiary and the establishment and their registered office, and if they have an identification number or are registered in the register, also that identification number or number in the register.
CHAPTER 2
Special Negotiating Team
Chapter 1
Tasks of the special negotiating body
Article 59. [ Special Negotiating Team] 1. The task of the special negotiating team is to conclude with the competent authorities of the companies participating in the agreement on the rules of engagement of employees in the SE.
2. The special negotiating body shall represent the employees of the participating companies and of the subsidiaries and establishments involved in the SE.
Chapter 2
Establishment of a special negotiating body
Article 60. [ Appointment of a team] The special negotiating body shall be appointed immediately after the announcement by the competent authorities of the companies involved in the merger plan, the formation of the holding SE, the transformation of the joint stock company into the SE or the agreement of the plan of the subsidiary SE, in accordance with the the provisions of Regulation 2157/2001.
Article 61. [ Beginning of the procedure] 1. The participating companies shall determine the day of commencation of the proceedings aimed at the creation of a special negotiating team. This should be the same day for all participating companies.
2. In order to initiate the procedure referred to in paragraph. 1, the participating company shall present to the employees ' representatives and, in the event of their failure to establish, the employees, in the manner adopted in that company:
1) the identification details of this company, of the subsidiaries and establishments concerned;
2. information on the number of employees employed in each of the participating companies, interested subsidiaries and establishments.
Article 62. [ Determination of number of employees] (1) In order to determine the basis for the division of seats in a special negotiating body for workers from the Member State concerned, the participating company shall determine the number of employees at the date of commencement of the proceedings referred to in Article 4. 61 (1) 1.
2. If, during the period from the date on which the number of employees referred to in paragraph is determined, 1, until the date of the appointment of a special negotiating body, the number of these employees will change significantly, the division of seats in the special negotiating team is also changed, subject to the conditions laid down in Art. 64.
3. When determining the number of employees, account shall be taken of both full-time and part-time persons on the basis of the full amount of working time.
Article 63. [ Members of the special negotiating team] The members of the special negotiating body shall be chosen or appointed in each Member State in accordance with the law of that Member State.
Article 64. [ Place in a special negotiating team] 1. For each group of employees employed in the Member State concerned, comprising 10% of the total number of employees in total in the participating companies and the subsidiaries and establishments concerned in all Member States, is one seat in a special negotiating team.
2. Where the number of employees in the Member State concerned is less than the figure representing 10% of the total number of employees in total, one place in the special negotiating team shall be in that country per group. employees with less than 10% of the total number of employees.
3. Where the number of employees in the Member State concerned is greater than the number representing 10% of the total number of employees in total, one place in a special negotiating team shall be for each of the following groups. staff starting the creation of another group of employees of 10% of the total number of employees.
4. Where an SE is formed by way of a merger of the companies by which one or more of the participating companies lose their legal personality from the date of registration of the SE, the employees of such a company shall have the right to choose or to designate in accordance with the law of the given a Member State, in addition to one member of the special negotiating body, without this being able to give rise to a double representation of the employees of such a company as a part of that team.
5. The number of additional members of the special negotiating body from the Member State concerned shall not exceed 20% of the members of that team selected or appointed in accordance with the paragraph. 1-3.
6. If the number of participating companies which lose the legal personality referred to in paragraph 1, 4, higher than the number of additional seats available, additional seats shall be allocated to the employees of these companies in order to reduce the number of employees employed in each of these companies.
Article 65. [ Appointment of members of the special negotiating team] 1. In the case when the employees of a participating company, the interested subsidiary or the plant, intended to enter the SE, are employed in the Republic of Poland in one employer, the members of the special negotiating team shall designate the representative establishment of the trade union within the meaning of Article 241 25a § 1 of the Act of 26 June 1974. -Labour Code (Dz. U. of 2014 items 1502, with late. zm.), hereinafter referred to as the "Labour Code". The provisions of Article 4 241 25a § 3-5 of the Labour Code shall apply mutatis mutandis. In the absence of such an organisation, the members of the special negotiating body shall select a crew meeting.
2. Where one employer operates more than one representative association of the association, these organisations shall appoint the members of the special negotiating body together.
(3) The competent authority of the participating company and of the subsidiary concerned shall specify the time limit for the appointment of the members of the special negotiating body in the mode referred to in paragraph 3. 1 and 2.
4. If an agreement between the representative associations of the trade union organisations referred to in paragraph 1 (1) (a) (a) is not 2, will not be achieved, the members of the special negotiating team shall select a crew meeting from the candidates reported by the representative association organisations. Where the representative association organisations do not report candidates, the members of the special negotiating body shall select a crew meeting.
5. Members of the special negotiating team may be representatives of the union organization, representative within the meaning of the Act of 24 July 2015. about the Social Dialogue Council and other institutions of social dialogue (Dz. U. Entry 1240), which is not employees of a participating company, of an interested subsidiary or establishment, recommended by this organization.
(6) The majority of the special negotiating bodies should be the employees of the participating companies, the subsidiaries or establishments concerned.
7. The trade union organisations referred to in paragraph 1. 5, they may delegate their representatives to participate in the activities related to the holding of the election of the members of the special negotiating team.
Article 66. [ Election of members of the special negotiating team] 1. The election of the members of the special negotiating body shall be organised by the competent authority of the participating company, the subsidiary or the management of the plant, by notifying the employees, the joint association organisations and the trade union organisations referred to in Article 3. 65 par. 5, by the deadline and manner of their conduct not later than 14 days prior to the day of the election, in a manner adopted by the employer concerned.
2. The elections shall be direct and shall be held in secret ballot. Resolutions on the election of the members of the special negotiating body shall be decided by a simple majority.
3. The elections shall be valid if at least 50% of the workers have participated in them.
4. In the event that at least 50% of the employees have not participated in the elections, after a month after the election day, elections shall be held, which shall be valid regardless of the number of employees involved.
Article 67. [ Candidates] 1. The special negotiating team shall be composed of candidates who will receive successively the highest number of votes.
2. In the event that candidates receive equal number of votes and the number of seats remaining to be filled is less than the number of those candidates, the election of a member of the special negotiating team shall reassemble the crew from among those candidates.
Article 68. [ Distribution of seats] 1. Where the employees of the companies and establishments referred to in Art. 65 par. 1, they are employed in more than one employer, participating companies, registered in the territory of the Republic of Poland, make a breakdown of the cases employed in the Republic of Poland to employees of seats in a special team the negotiation between individual employers according to the size of their employment in each of them, so that at least one member of the special negotiating body is appointed or elected as far as possible from each participating company.
2. The provisions of the Article shall apply to the appointment of the members of the special negotiating body in the individual employers. 65-67.
3. Members of the special negotiating body shall represent the general staff members employed in the companies and establishments referred to in art. 65 par. 1.
Article 69. [ Member's mandate] 1. A mandate of a member of a special negotiating team who is an employee of a participating company, a subsidiary or an establishment intended to enter the SE shall terminate in the event of termination of the employment relationship or the renunciation of the function.
2. A Mandate of a member of the special negotiating body which is representative of the representative trade union organisation referred to in Article 65 par. 5, shall expire in the event of his death, the renunciation of the function or the withdrawal of recommendations by that organization.
3. In the event of an expiry of the mandate of a member of the special negotiating team, the composition of that team shall be completed in accordance with the procedure laid down in the Article 65 and 66.
Article 70. [ List of persons] The participating companies, registered in the Republic of Poland, shall immediately make available a list of persons appointed or elected to the members of the special negotiating team of companies participating in other member states.
CHAPTER 3
Agreement on the involvement of employees in the European company
Article 71. [ Team Meeting] 1. Within 14 days from the date of the establishment of the special negotiating body, the participating companies shall convene the first meeting of that team to conclude an agreement, setting out the rules for the involvement of employees in the SE, hereinafter referred to as "the agreement".
2. The Special Negotiating Body shall elect its chairman and shall adopt its own rules of procedure.
(3) When carrying out the tasks, the special negotiating body may use the assistance of the experts appointed by the negotiating body.
4. At the request of the special negotiating body, the experts may participate in the negotiations as advisers of that team.
Article 72. [ Represented information] The competent authorities of the participating companies shall be obliged to present to the special negotiating team the information on the plans and the course of the formation of the SE until the date of its registration.
Article 73. [ Costs] The costs associated with the establishment and operation of the special negotiating body shall be borne by the participating companies as defined in the agreement concluded by them.
Article 74. [ Failure to conclude an agreement] 1. In the event of failure to reach agreement, the costs shall:
1. business trips of the members of the special negotiating team in connection with participation in the team shall be borne by the participating company, if the member of the team is an employee of that company or its subsidiary or establishment, or a person not being an employee, appointed or selected to be a team by the employees of one of these business units;
2. the other costs shall be borne by the participating companies in proportion to the number of employees employed, including the employees employed by their subsidiaries and establishments.
2. If a special negotiating body makes use of expert assistance, the obligation to cover the costs shall be limited to the cost of the aid granted by one expert, unless the participating companies and the special negotiating body decide otherwise.
Article 75. [ Uchwała] 1. The special negotiating body shall take decisions by means of a resolution, by an absolute majority of votes, provided that the majority of the represented workers are represented, subject to the provisions of Article 4 (1) (a) of the Rules of 76 (1) 1 and 2 and Art. 81 (1) 2.
2. Each member of the special negotiating body shall have one vote.
3. The number of employees represented by each member of the special negotiating team, chosen by employees of the same participating company or the same interested subsidiary or plant, shall be determined by dividing the number workers employed in that participating company, the subsidiary company concerned and the establishment in the Member State concerned at the date of the vote by the number of members of the special negotiating body designated or selected in those companies and plants. In other cases, the member shall represent the employees of the participating company, the subsidiary of the subsidiary or the establishment in which he was elected.
Article 76. [ Restriction of participation rights] 1. Where an SE is to be formed by a merger of companies, if the entitlement to participate is entitled to at least one quarter of the total number of employees of the participating companies, the consent shall be given in the agreement to limit the rights to the participation of employees of the SE as compared to the level of those allowances in the participating companies requires a two-thirds majority of the members of the special negotiating body, representing at least two-thirds of the total number of employees, including votes of members representing employees employed at least in two Member States.
2. Paragraph Recipe 1 shall also apply where an SE is to be formed as a holding SE or a subsidiary of an SE, where the entitlement to participate is entitled to at least half of the total number of employees of the participating companies.
3. By restricting participation rights, a reduction in the number of members in the supervisory board or the administrative board of the SE shall be understood, compared with the highest number of members in those bodies of the participating companies.
Article 77. [ Negotiations] 1. The negotiations conducted by a special negotiating team with the companies participating in order to conclude an agreement may last for a period of up to six months from the date of convening the first meeting of the team.
2. The parties to the negotiations may jointly decide to extend their duration to a year.
Article 78. [ Principle Of Conduct Of Negotiations] The special negotiating body and the participating companies shall negotiate in good faith in a way that is intended to reach an agreement.
Article 79. [ Appointment of a mediator] In the event of difficulties in the negotiations, the parties may appoint a mediator to whom the provisions of Article 4 are applied mutatis mutandis. 11 and art. 11 1 the Act of 23 May 1991. to resolve collective disputes (Dz. U. of 2015 items 295 and 1240), if the registered office of the SE is to be registered in the Republic of Poland.
Article 80. [ Conclusion of the Agreement] (1) The competent authorities of the participating companies and the special negotiating body shall conclude an agreement in writing under the action of invalidity.
2. The agreement shall sign the persons authorised to make declarations of will on behalf of the participating companies and the chairman of the special negotiating team and at least one member of this team.
3. The agreement applies to all employees of the SE.
Article 81. [ Taking a decision not to negotiate] 1. The special negotiating team may decide not to enter into negotiations or to terminate them without concluding an agreement. The special negotiating body shall immediately inform the participating companies of the resolution. In the event of a decision not to enter into negotiations or to terminate them without an agreement, the provisions of Chapter 4 of this Title shall not apply.
2. To decide not to enter into negotiations or to terminate them without concluding an agreement is required the majority of two-thirds of the members of the special negotiating team representing at least two-thirds of the number of employees, in the votes of members representing employees employed in at least two Member States.
3. In the event of a resolution as referred to in paragraph. In the case of workers employed in the SE, the provisions of the Member State concerned relating to the consultation and information of staff shall apply.
4. The provisions of the paragraph. 1 and 2 shall not apply where an SE is created by way of conversion, if the company to be converted is provided the participation of the employees.
5. The special negotiating body shall meet again at the written request of at least 10% of the staff employed in the SE, its subsidiaries and establishments, or their representatives, after two years after the adoption of the resolution referred to in paragraph 1. 1, unless a special negotiating team and SE set a shorter deadline. In the event of failure to reach agreement as a result of the renegotiate negotiations, Chapter 4 of this Title shall not apply.
6. To an SE which is a Community-scale undertaking or a controlling undertaking of a Community-scale group of undertakings within the meaning of Article 4 (1) (a) 2 points 3 and 4 of the Act of 5 April 2002. o European Works Council, the provisions of the European Works Council Act do not apply, unless a special negotiating body adopts the resolution referred to in paragraph. 1.
Article 82. [ Content of the Agreement] 1. The agreement shall specify in particular:
(1) the scope of its application;
2. the composition, number and distribution of seats in the representative body, which will be the partner of the competent authority of the SE as regards the exercise of the powers of information and consultation of the employees of the SE, its subsidiaries and establishments;
3) the functions of the representative body and the way of informing and consulting the body;
(4) the frequency of meetings of the representative body;
5. the financial and material resources allocated to the representative body;
6. in the event of the establishment of one or more methods of information and consultation instead of appointing a representative body, the mode of exiting the employees ' representatives with a view to their application and the means of implementing them;
7) in the case of the establishment of the rules of participation-the content of these rules taking into account the number of members in the supervisory board or the administrative board of the SE, whose employees will have the right to choose, appoint or recommend or the number of members, whom Whereas the appointment of employees will have the right to oppose, the procedures for the entry of workers to the composition of those bodies and the powers of members representing employees;
8) the day of the entry into force of the agreement, the duration of its duration, the cases when the agreement can be renegotiated and the negotiations procedures.
2. The provisions of Chapter 4 of this Title shall not apply to the contents of the agreement, unless the parties agree otherwise.
Article 83. [ Employee Engagement Level] In the SE to be created by way of conversion, the agreed level of engagement of employees may not be less than the level of involvement in the company being transformed.
CHAPTER 4
Standard rules for the involvement of employees in the European company
Chapter 1
Application of standard rules
Article 84. [ Standard rules] The standard rules for the involvement of employees in the SE, as defined in this chapter, shall apply from the date of its registration, where:
(1) the participating companies and the special negotiating body so decide either
2) the agreement will not be concluded within the period specified in art. 77 and:
(a) the competent authorities of the participating companies decide to apply those rules and thus continue the registration procedure and
(b) the special negotiating body shall not take a resolution as referred to in Article 3. 81 (1) 1.
Article 85. [ Application of standard rules] The standard rules for participation in an SE shall apply only in the cases of:
(1) the establishment of an SE by way of conversion if, in accordance with the law of a Member State, the provisions relating to participation in the supervisory board or the administrative board of the company have applied to a company transformed into an SE;
2) to create an SE by way of a merger where:
(a) before the date of registration of the SE, one or more forms of participation have been used in one or more of the participating companies covering at least 25% of the total number of employees in all the participating companies, or
(b) prior to the date of registration of the SE, one or more forms of participation were applied in one or more participating companies, covering less than 25% of the total number of employees in all the participating companies, provided that the special negotiating body so decides. The special negotiating body shall take a decision on the matter after the expiry of the time limit referred to in Article 4. 77, or before the expiry of that period, if the parties agree that the negotiations on the conclusion of the agreement have failed;
(3) the creation of an SE by way of a holding of an SE or a subsidiary of an SE where:
(a) before the date of registration of the SE, one or more forms of participation have been used in one or more of the participating companies covering at least 50% of the total number of employees in all the participating companies, or
(b) prior to the date of registration of the SE, one or more forms of participation were applied in one or more participating companies, covering less than 50% of the total number of employees in all participating companies, provided that the special negotiating body so decides. The special negotiating body shall take a decision on the matter after the expiry of the time limit referred to in Article 4. 77, or before the expiry of that period, if the parties agree that the negotiations on the conclusion of the agreement have failed.
Article 86. [ Selection of the form of participation] 1. If there is more than one form of participation in the participating companies, the special negotiating body shall after the expiry of the period referred to in Article 1. 77, or before the expiry of that period, if the parties agree that the negotiations on the conclusion of the agreement have failed, shall make a choice which shall be applicable to the SE.
2. The special negotiating body shall be obliged to inform the competent authorities of the companies involved in the form of participation of the SE.
3. In the event of failure by the special negotiating team to decide on the selection of one of the forms of participation in accordance with the paragraph. 1, about the selection of the form of participation shall be decided by the representative body within 30 days from the date of registration of the SE.
Chapter 2
Representative body
Article 87. [ Representative Body] The representative body shall be composed of the employees of the SE and its subsidiaries and establishments, designated or selected from among employees by the employees ' representatives and, in the absence thereof, by the meetings of the crews.
Article 88. [ Members of the representative body] 1. Members of the representative body in the number determined in accordance with art. 64 par. 1-3 shall be designated or chosen in accordance with the law of a Member State or the practice of that State.
2. The term of office of the members of the representative body shall be 4 years.
3. Membership of the representative body shall be established in the cases referred to in art. 69 par. 1.
Article 89. [ Verification] 1. The number of members of the representative body and the division of seats in that body shall be subject to verification every 2 years, according to the change in the number of employees employed in the SE, its subsidiaries and establishments.
2. In the event of a significant change in the number of employees employed in the SE, its subsidiaries and establishments, the competent authority of the SE shall request the representatives of the employees and, in the absence thereof, to the employees employed in the individual Member States, to re-designate or select the members of the representative body in the number referred to in Article 64 par. 1-3.
3. At the date of designation or selection of new members of the representative body, the term of office of the members of the representative body originating in the Member State concerned shall be terminated.
Article 90. [ Select Members] 1. Members of the representative body representing employees working in the Republic of Poland shall be selected or appointed in accordance with the procedure laid down in art. 65 par. 1-4 and 7 and Art. 66-68.
2. The tasks leading to the selection of the members of the representative body shall be taken within one month from the date of the occurrence of the circumstances referred to in art. 84.
Article 91. [ Notice] The representative body shall immediately inform the competent authority of the SE of its composition. The competent authority of the SE shall communicate the composition of the representative body to the competent authorities of the subsidiaries and the management of the establishments.
Article 92. [ Organizational meeting] The competent authority of the SE shall, as soon as it has been informed of the composition of the representative body, convene an organizational meeting at which
1) the constitution of the representative body is made;
2. the representative body shall choose from its composition the Chairperson;
3. the representative body shall adopt its rules of procedure.
Article 93. [ Bureau] 1. In the case of the justified number of the representative body, he shall appoint from his office the bureau.
2. The presidium shall be composed of the chairman and two members. The persons appointed to the bureau should come from different Member States.
3. The tasks of the bureau should be carried out on current affairs.
Article 94. [ Uchwała] The representative body shall take its decisions by way of a resolution, by an absolute majority of votes, except in the case referred to in Article 4. 81 (1) 1, where the representative body is entitled to the powers of the special negotiating body in accordance with art. 95 (1) 2.
Article 95. [ Negotiations on the negotiations] 1. The representative body shall, after 4 years from the constitution, consider whether it is reasonable to commence negotiations with the competent authority of the SE to conclude the agreement referred to in art. 71 (1) 1.
2. In the event of a resolution of the opening of the negotiations referred to in paragraph. The rights and obligations of the special negotiating body shall be entitled to the representative body of the representative body.
3. In the event of failure to adopt a resolution on the opening of negotiations or if the deadline for the negotiations should be concluded, the provisions of Chapter 4 of this Title shall continue to apply.
Article 96. [ Powers of the representative body] The representative body shall be entitled to obtain information and consult the SE or any of its subsidiaries or establishments, including those established in a Member State other than the registered office of the SE, as well as the also in matters which go beyond the powers of the authorities of the decisionmaking companies in the Member States concerned.
Article 97. [ Information] 1. The competent authority of the SE shall convene at least once a year a meeting with the representative body in order to inform about the economic situation and the prospects of the SE on the basis of periodic reports. This information shall also be transmitted by the competent authority of the SE to the competent authorities of the subsidiaries and the management of the establishments.
(2) The information obtained and the consultations held shall relate in particular to:
1) the structure of the SE and its subsidiaries and establishments;
2) the economic and financial situation and the anticipated development of activities, including production, sales and investment;
3) the situation and anticipated changes in employment;
4) the introduction of significant organisational changes;
5) introduction of new methods of work and production processes;
6. changes in the location, merger, division and liquidation of undertakings or establishments, or of their essential parts;
7) collective redundancies.
3. The competent authority of the SE shall provide the representative body with a programme of meetings of the Supervisory Board and the Management Board of the SE or of the Administrative Board, as well as copies of the documents submitted to the General Assembly.
Article 98. [ Notice] In the event of exceptional circumstances having a significant impact on the situation of workers, in particular in the event of a change in the location of an undertaking or establishment, the transition of an undertaking or plant to another employer or a liquidation the undertaking or establishment and the collective redundancies, the competent authority of the SE shall be obliged to inform the representative body thereof.
Article 99. [ Meeting with the representative body] (1) At the request of the representative body, or in cases of urgency, at the request of its bureau, the competent authority of the SE or the representatives of another competent management structure in the SE, empowered to take decisions themselves, shall be to meet with the representative body or its bureau in order to provide information or to hold consultations on matters of material importance for the interests of workers.
2. In the meeting referred to in paragraph. The members of the representative body representing employees who are directly concerned with matters which are the subject of information or consultations may participate, organised with the participation of the bureau, with the participation of the bureau.
Article 100. [ Feedback] 1. The meeting referred to in art. 99 par. 1, should be organised immediately.
2. The representative body or its bureau may present in writing its opinion on matters which have been the subject of consultations during the meeting or within 14 days following its completion.
(3) The competent authority of the SE shall, before taking a decision to which it relates, examine that opinion and shall either take into account or not to be given notice to the applicant.
4. In the event of failure to take account of the opinion, the representative body or its bureau shall have the right to hold another meeting with the competent authority of the SE, in order to reach agreement on the subject matter of the consultations.
Article 101. [ Chairperson of meetings] The meetings referred to in art. 97 and 99, shall be chaired alternately by the chairman of the representative body or by the member designated by him and by the person designated by the competent authority of the SE.
Article 102. [ Meeting] (1) The representative body or its bureau may precede any meeting with the competent authority of the SE with a meeting within its own territory. In such a meeting, the Bureau may attend the members of the representative body representing the employees who are directly concerned with matters which are the subject of the information provided or the consultations held.
2. The representative body or the bureau may use the assistance of the experts chosen by the representative.
Article 103. [ Decision-making authority behavior] The obligation to organise meetings and the hearing of employees ' representatives shall not limit the decision-making powers of the competent authority of the SE.
Article 104. [ Information] The members of the representative body shall inform, subject to the retention of information constituting the secret of the undertaking, the employees ' representatives in the SE and its subsidiaries and establishments, and, in the absence of representatives, of the employees, of the content of the information and results of consultations obtained in accordance with the provisions of Article 97, 99 and 100.
Article 105. [ Training leave] The members of the representative body in carrying out their duties shall be entitled to paid training leave not exceeding two months during the term of office. For the duration of the training leave, a remuneration is paid as for the rest period.
Article 106. [ Costs] 1. Costs connected with the activities of the representative body, in particular the costs of organising meetings, accommodation, meals, crossings, translations and necessary training shall be borne by the SE, unless the competent authority of the SE and the representative body They will decide otherwise.
2. If the representative body makes use of expert assistance, the obligation to cover the costs shall be limited to the cost of the aid granted by one expert, unless the competent authority of the SE and the representative body decides otherwise.
3. The competent authority of the SE shall determine, in agreement with the representative body, the annual budget of the representative body. Where the budget is not agreed by the end of the calendar year preceding the financial year in question, the competent authority of the SE shall determine it by itself, except that it shall allocate at least the activities of the representative body to the activities of the representative body. the amount resulting from multiplying the number of members of the representative body by the amount of three times the average monthly salary in the enterprise sector from the last quarter of the year preceding the calendar year concerned, announced by the President of the Central Statistical Office in the Official Journal of the Republic of Poland Polish "Monitor Polski".
Chapter 3
Participation
Article 107. [ Designation of persons] 1. The employees of the established SE and the employees of its subsidiaries and establishments or the representative body shall have the right to choose, appoint or recommend the persons to the supervisory board or the administrative board of the SE or the right to express the opposition to the designated members of these bodies equal to the highest applicable number of companies participating in the companies before the date of registration of the SE.
(2) If, prior to the registration of an SE created by conversion, the conversion of a company into a supervisory board or an administrative board has been applied, these arrangements shall apply to the SE.
(3) If no participation arrangements have been applied before the registration of an SE in any of the participating companies, the SE shall not be obliged to adopt a solution in this respect.
Article 108. [ Distribution of seats] 1. The seats of the seats in the supervisory board or the administrative board of the SE between the employees of different Member States shall be carried out by the representative body, in proportion to the number of employees employed by the SE, its subsidiaries and establishments in the individual Member States.
2. If, as a result of the division referred to in paragraph. 1, the employees employed in one or more Member States would not have their representative in the supervisory board or the administrative board of the SE, the representative body decides to grant one place in these bodies to the employees of the SE states without representation, in the following order:
(1) workers employed in the State in which the SE has its registered office;
(2) workers employed in the State where the SE, its subsidiaries and undertakings employ the largest number of employees.
3. The divisions of the places referred to in the mouth. 1, between the employees of the individual employers of the SE, the subsidiaries and establishments, shall be carried out by the representative body, in proportion to the number of employees employed.
Article 109. [ Powers of the representative body] The representative body shall decide how the employees of the persons are recommended to the supervisory board or the administrative board of the SE or to express their opposition to the appointment of a certain number of the members of those bodies, if such forms Participation in SE.
Article 110. [ Appointment of persons representing employees] Persons representing in the supervisory board or the administrative board of the SE staff employed in the Republic of Poland shall be selected in direct and secret ballot, by the meetings of the general crews of the establishments, in accordance with the establishments adopted in those establishments Regulations.
Article 111. [ Rights and obligations of members] The members of the supervisory board or of the administrative board of the SE, selected, appointed or recommended, in accordance with their respective forms of participation, shall enjoy the rights and obligations, including voting rights, on a par with the other members of those bodies.
CHAPTER 5
Prohibition of disclosure of information constituting a business secret
Article 112. [ Obligation not to disclose information] 1. Members of the special negotiating body, representative body, other representatives of employees, established on the basis of an agreement concluded in accordance with art. 82 ust. In accordance with Article 1 (1), the experts and interpreters shall be required not to disclose the information obtained in connection with the information function which the competent authority of the SE has reserved to maintain its confidentiality.
2. The obligation not to disclose the information obtained shall also continue after the termination of the duties, unless the competent authority determines the scope of the obligation to bind the mystery.
Article 113. [ Refusal to provide information] (1) In particularly justified cases, the competent authority of the SE may refuse to release information constituting a secret of an undertaking, the disclosure of which could, according to objective criteria, seriously disrupt the activity of the SE, its subsidiary or plant, or expose them to significant damage.
2. In the event of recognition that the confidentiality of information or non-availability of information is not compatible with the art. 112 or para. 1, the special negotiating body, the representative body or other representatives of the employees, established on the basis of an agreement concluded in accordance with art. 82 ust. In accordance with Article 1 (1) (1), they may apply to the district court-an economic court with an application for an exemption from the obligation to maintain the confidentiality of information or to order information.
3. In the cases referred to in paragraph. 2, the provisions of the Code of Civil Procedure for the recognition of cases in the scope of provisions on state enterprises and the self-government of the crew of a state-owned enterprise, excluding art, shall apply accordingly. 691 1 § 2 and art. 691 7 The judicial capacity in these matters shall have a special negotiating body, the representative body, other representatives of the staff established on the basis of an agreement concluded in accordance with the provisions of Article 4 (1) of the EC-law. 82 ust. 1 point 6 and the competent authority of the SE.
Article 114. [ Restriction of the right of inspection to the evidence] 1. The Tribunal, acting on the basis of art. 113 (1) 2 and 3, at the request of the competent authority of the SE or of its own motion, may, by order, to the extent necessary to limit the right of access to the evidence attached by the competent authority to the file in the course of legal proceedings, if any the material would be exposed to the disclosure of information which constitutes the secret of an undertaking or other secrets to be protected under the separate provisions.
2. At the order of the court limiting the right to inspread the evidence of the complaint shall not be entitled.
Article 115. [ Infringement] The provisions of Article 4 112-114 do not violate the provisions for the protection of classified information and the provisions on other secrets protected by law.
CHAPTER 6
Protection of workers ' rights in engagement
Chapter 1
Protection of employees ' representatives
Article 116. [ Employee Protection] The employer cannot terminate or dissolve the employment relationship with the employee who is a member of the special negotiating body, the representative body or the representative of the employees in the supervisory board or the administrative board of the SE at the time of the the duration of the mandate and the period of the year after the expiry of the mandate without the consent of the employee of the establishment of the union, and if the staff member is not represented by the establishment of the trade union, without the approval of the district labour inspector to the competent local office of the employer.
Article 117. [ Prohibition of changing working conditions or pay] The employer must not change unilaterally the working conditions or pay to the disadvantage of a worker who is a member of a special negotiating body, a representative body or a representative of employees in the supervisory board or the board of directors administrative management of the SE during the term of the mandate and during the period of the year after the expiry of the mandate without the consent of the trade union's representative, and if the staff member is not represented by the establishment, without authorisation, District labour inspector of the local competent authority for the employer's seat.
Article 118. [ Right to exemption from professional work] An employee who is a member of the bodies referred to in art. 116, in connection with the participation in the work of these bodies, has the right to exemption from professional work with the observance of the right to remuneration on the rules concerning the member of the management board of the organization of the union referred to in art. 31 par. 3 of the Act of 23 May 1991. with trade unions (Dz. U. of 2015 items 1881).
Article 119. [ Application of provisions of the Act] The provisions of Article 4 116-118 shall apply mutatis mutandis to the employees ' representatives established on the basis of an agreement concluded in accordance with the Article. 82 ust. 1 point 6, other than the members of the representative body.
Chapter 2
Anti-abuse measures
Article 120. [ Negotiations] 1. If after registration there will be significant changes in the SE, its subsidiaries or establishments, concerning their structure, the number of employees, and in the case of SE also the place of its registration, indicating the intent of deprivation or restriction under any in respect of the rights of employees in the area of engagement, negotiations are carried out aimed at concluding an agreement laying down the rules for the involvement of employees in the SE under changed conditions.
2. The request for negotiations shall be made by the representative body.
3. The provisions of Chapter 3 of this Title shall apply to the negotiations, with the rights and obligations of the special negotiating body and of the SE, its subsidiaries or establishments, the rights and obligations of the participating companies, and the SE, its subsidiaries or the undertakings.
Article 121. [ Involvement of employees under changed conditions] In the cases referred to in Article 84-86, the provisions of Chapter 4 of this Title shall apply to the involvement of workers under changed conditions to the extent that the changes threaten the deprivation or restriction of the rights of workers.
TITLE V
Ordinal and penal provisions
Article 122. [ Non-announcement of required data] 1. Who, being the manager of a grouping or his liquidator, admits that the letters, commercial orders or other written statements of the grouping, addressed in the scope of his activity to the marked persons, do not contain the following data:
(1) the groupings which preceded or followed by the words 'European economic interest groupings' or 'EZIG', in so far as the words or acronym do not appear in the name,
2) the place of the register referred to in art. 6 of Regulation 2137/85, to which the grouping is entered, together with the number of the grouping entry in the register,
3) the headquarters of the grouping,
(4) where applicable, a reference to the fact that the managers must act jointly,
(5) where applicable, in the light of the fact that the grouping is in liquidation, on the basis of Article 3 (1) (a) of the EC Convention. 15, 31, 32 or 36 of Regulation 2137/85,
is subject to a fine of up to 10 000 PLN.
2. The same penalty shall be subject to, who, being a grouping manager or liquidator thereof, does not announce in the Monitor Judicial and Economic Monitor the following data concerning the grouping:
1) the data that must be included in the contract for the formation of the grouping, on the basis of art. 5 of Regulation 2137/85 and any changes to such data;
2) the number, the date and place of registration and the mention of the deletion of the registration;
3) mention of the submission in the register of documents and data referred to in art. 7 lit. b-j Regulation (EC) No 2137/85.
Article 123. [ Failure to comply with obligations] 1. Who, being a member of the Management Board, a member of the administrative board or the executive director of the SE, contrary to the obligation on it, admits that in this SE:
1) there is no book of joint-stock in accordance with the provision of art. 341 § 1 of the Code of Commercial Companies,
2) does not convene the General Assembly,
(3) a person appointed for review shall be refused an explanation or shall not be allowed to carry out his duties,
4. the register court shall not submit an application for the appointment of statutory auditors,
5) no mention is made of the submission of an opinion by a certified auditor in the register court in accordance with the provision of art. 312 § 7 of the Code of Commercial Companies,
is subject to a fine of up to 20 000 PLN.
2. The same penalty shall be subject to who, being a member of the administrative or liquidator council, allows the SE for a period of more than three months against the law or the statute to remain without the administrative board in due composition.
Article 124. [ No data] Who, as a member of the Management Board, a member of the administrative board or the Executive Director or liquidator of the SE, allows the letters and commercial orders referred to in Article 4 to be made. 374 § 1 of the Code of Commercial Companies, do not contain the data specified in this provision,
is subject to a fine of up to 10 000 PLN.
Article 125. [ Imposition of a fine] In the cases referred to in Article 122-124, a fine imposes a register court.
Article 126. [ Submission of an untrue statement] Who, being a group manager or a representative of a grouping manager, makes a non-genuine declaration of the absence of the conditions referred to in Article 4 (1) of the statement of reasons. 19 (1) Article 1 of Regulation No 2137/85, which excludes the exercise of its functions,
shall be punished by the fine, punishable by restriction of liberty or imprisonment by the year
Article 127. [ Posting of untrue data] Who shall include the untrue data or attach an untrue statement to the application for the certificate referred to in Article 4 (1) of the statement of opinion. 25 par. 2 of Regulation (EC) No 2157/2001, or the certificate referred to in Article 2 (2) of Regulation 8 ust. Article 8 of Regulation (EC) No 2157/2001 or the application for entry of an SE to the register,
shall be punished by the fine, punishable by restriction of liberty or imprisonment by the year
Article 128. [ Non-filing of a request for a regrouping of bankruptcy] Who, being a group or liquidator of a grouping, does not request the bankruptcy of a group, despite the conditions justifying its bankruptcy in accordance with the provisions on bankruptcy and recovery proceedings,
shall be punished by the fine, punishable by restriction of liberty or imprisonment by the year
Article 129. [ Non-filing of an application for bankruptcy of an SE] Who, being a member of the Management Board, a member of the administrative or executive board, or an SE liquidator, who is subject to an application for bankruptcy of an SE, does not report this conclusion despite the conditions for bankruptcy of the SE in accordance with the provisions on bankruptcy and recovery proceedings,
shall be punished by the fine, punishable by restriction of liberty or imprisonment by the year
Article 130. (repealed)
Article 131. [ Admission to the acquisition by SE of own shares] Who, being a member of the Management Board, a member of the administrative board or the Executive Director or liquidator of the SE, allows the SE to acquire own shares or to take them in a pledge,
shall be punished by the fine, punishable by restriction of liberty or imprisonment up to 6 months.
Article 132. [ Documents release] Who, being a member of the Management Board, a member of the administrative board or the executive director of the SE, allows for the issue of the documents entitling the exercise of the rights of shares:
1) underpaid,
2) prior to registration of the SE,
3. in the case of an increase in the share capital-before the registration of the increase,
shall be punished by the fine, punishable by restriction of liberty or imprisonment by the year
Article 133. [ Preventing the creation of a special negotiating team] 1. Who, being a member of the competent authority of an SE, a participating company, a subsidiary or the management of the establishment, located in the territory of the Republic of Poland, irrespective of the place of the registered office of the SE:
1) prevents or impedes the creation of a special negotiating team or representative body, and in particular does not notify the eligible affiliate organizations of the date and manner of holding the election of the special team members negotiation,
2) prevent or impede the operation of a special negotiating body or representative body,
3) discriminate against a member of the special negotiating body, a member of the representative body or a representative of the employees in connection with the function he has performed,
shall be punished by restriction of liberty or fine
2. The proceedings in the cases referred to in the paragraph. 1 is based on the provisions of the Act of 24 August 2001. -Code of Conduct on Offences (Dz. U. of 2013 r. items 395, z późn. zm.). In these cases, the public prosecutor is the Labour Inspector.
TITLE VI
Amendments to the provisions in force
Article 134. (bypassed)
Article 135. (bypassed)
Article 136. (bypassed)
Article 137. (bypassed)
TITLE VII
Final provision
Article 138. [ Entry into force] The Act shall enter into force after 30 days from the day of the announcement.
