Implementation and scope

The Second Company Law Directive, as amended by Directive 92/101/EEC, was implemented into Polish law within the process of adoption of the new Commercial Companies Code dated 15 September 2000, in force as of 1 January 2001 (“CCC”). Amendments to the Second Company Law Directive effected by Directive 2006/68/EC of 6 September 2006, were implemented into the CCC via 13 June 2008 amendments which became effective on 4 October 2008.

While the Second Company Law Directive applies generally to joint-stock companies (spółka akcyjna, “SA”), the CCC makes many of its principles applicable to other legal forms of doing business, in particular, partnership limited by shares (spółka komandytwo-akcyjna (“SKA”)) and, to some extent, limited liability companies (spółka z ograniczoną odpowiedzialnością (“sp. z o.o.”)). Both the sp. z o.o. and the SKA remain generally outside of the scope of this chapter.

Pursuant to the Second Company Law Directive, a Member State may decide that the provisions of the Second Company Law Directive shall not apply to so-called open-ended investment companies. Since in Poland open-ended investment companies are subject to their own set of regulations, this type of collective investment vehicle remains generally outside the scope of regulation of the CCC.