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The Appointment of the Member of the Management Board of a Polish LLC for Indefinite Term

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he appointment of a member of the management board of a limited liability company for an indefinite term is valid only if provided for in the articles of association of the company.

In case of lack of such provision in the articles of association, a member of the management board should rather be appointed for a fixed term; otherwise, their term of office will automatically expire on the date of the shareholders’ meeting that approves the financial statements for the first full fiscal year during which they served as a member of the management board.

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Liquidation of the LLC in Poland takes time

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Liquidation (dissolution) of a limited liability company in Poland is a relatively lengthy process and requires a number of formal steps.

Since the assets remaining in the company after liquidation cannot be distributed among the shareholders until 6 months after the announcement of liquidation in the official journal, the entire liquidation process usually takes no less than 8 months.

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Management board’s resolutions in Polish LLCs to be minuted in a specific way #PolishLegalTips

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Based on recent amendments of the Polish Commercial Companies Code (KSH) resolutions of the management board (MB) of a limited liability company must be minuted in a specific way so the minutes include the agenda, the names and surnames of the members of the MB present, and the number of votes cast for relevant resolutions.

A dissenting opinion submitted by a member of the MB shall also be marked, along with its motivation, if any.

#PolishLegalTips #Corporate #Law #Companies #Limited #Liability #Company #Management #Board #Minutes #LLC #Poland #WisniewskiLegal

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Seller’s Liability in Polish M&A Transactions #PolishLegalTips

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In Polish M&A transactions seller’s liability for representations and warranties included in the share purchase agreement (SPA) is usually based on a guarantee agreement legal concept.

This way the parties to the transaction can set the rules and terms of liability freely and exclude statutory warranty for defects rules.

#PolishLegalTips #M&A #Transactions #Mergers #Acquisitions #Corporate #Share #Purchase #Agreement #SPA #Representations #Warranties #Guarantee #Liability #Law #Poland #WisniewskiLegal

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Share Purchase Agreements (SPA) in Poland #PolishLegalTips

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