TGC Corporate Lawyers Legal review – January 2026

Newsletter – changes in law regulations. January 2026

Changes to PESEL regulations from 2026. What should be done to secure the company’s management board?

For companies with foreign capital in Poland, efficient management of the management board structure is fundamental to operational continuity. Until now, the process of obtaining a PESEL number for foreign members of the management board was a formality that could be carried out entirely by a proxy. From 1 January 2026, the rules of the game will change dramatically.

Read the article by our expert, Anna Szczerba, to find out more.

Employment of Ukrainian citizens – government draft amendments

On 20 January 2026, the Sejm received a government bill on the expiry of measures under the Act on assistance to Ukrainian citizens in connection with the armed conflict in that country and on amendments to certain other acts. Changes are therefore coming to the regulations governing employment for Ukrainian citizens. The new regulations provide for the abandonment of exceptional, maximally simplified procedures facilitating the commencement of professional activity in favour of more orderly and systematic legal solutions dedicated to persons benefiting from temporary protection. The main objective of these changes is to tighten up the system, improve supervision of the legality of services provided and minimise the risk of irregularities. In the long term, the rules for employing persons from Ukraine are to be brought into line with the general legal requirements applicable to other foreigners on the Polish labour market.

You can read the draft here.

Draft amendment to the Commercial Companies Code adopted by the Civil Law Codification Commission

The Civil Law Codification Commission has adopted a draft amendment to the Commercial Companies Code in this area of holding company law. The new provisions are to replace the existing regulations on groups of companies, in force under the Act of 9 February 2022 amending the Commercial Companies Code and certain other acts. Essentially, the draft provides for the application of holding company law to all groups of companies that meet the statutory criteria, regardless of whether formal resolutions have been adopted. In addition, it introduces new rules allowing for the interests of the group of companies to be taken into account, while defining the scope of liability of the parent company and strengthening the protective instruments available to subsidiaries, their shareholders and creditors.

The full text of the proposed regulations and their justification you can be find here.

Draft bill on the transmission of information to the European single access point adopted

On 7 January 2026, the Council of Ministers adopted a draft act amending certain acts in connection with the transfer of information to the European single access point. The aim of the draft is to bring Polish law into line with European Union regulations. The proposed regulations provide for the creation of an EU internet platform operated by the European Securities and Markets Authority. Financial market entities will submit information to the data collection authority, which will make it available on the ESAP (European Single Access Point). Importantly, the legislator does not envisage imposing any new reporting obligations. The new provisions are to enter into force within 14 days after their publication in the Journal of Laws.

You can read more about the project’s objectives here.

Draft bill regulating third-party liability for tax arrears of a capital company

The Ministry of Finance has presented the assumptions of a draft act amending the Tax Ordinance Act. The aim is to bring the rules on third-party liability for tax arrears of a capital company into line with EU law requirements resulting from the judgments of the Court of Justice of the European Union of 27 February 2025 in case C-277/24 and of 30 April 2025 in case C-278/24.

In particular, the draft provides for explicit regulation of the right of a third party liable for a capital company’s tax arrears to challenge the findings of fact and legal conclusions made by the tax authorities in assessment proceedings conducted against the company, as confirmed by the aforementioned judgments of the Court of Justice of the European Union. It also provides for the explicit granting of the right of third parties to access the files of assessment proceedings conducted against a capital company, which is ancillary to their right to raise objections. In addition, the draft specifies the rules for assigning liability for the company’s tax arrears to a member of the management board and other entities conducting its affairs, and adapts procedural provisions to ensure that Polish regulations comply with EU law requirements.

You can read the project`s objectives here.

Integrated Investment Plan (ZPI) – Act announced

On 27 January, the Act of 4 December 2025 amending the Act on spatial planning and development came into force. It regulates the rules of cooperation between the municipality and the investor by enabling the municipal council to determine, by way of a resolution, guidelines for urban planning agreements concluded in the procedure of drawing up a comprehensive spatial development plan (ZPI). The aim is to clearly define the scope of the municipality’s expectations. Under the agreement, the investor may be obliged, among other things, to carry out complementary investments, such as the construction of a public road.

You can read the content of the Act here.

No more unnecessary formalities for non-public closed-end investment funds (FIZ)

On 16 January 2026, a draft bill amending the Act on Investment Funds and Alternative Investment Fund Management and the Act on Trading in Financial Instruments, prepared by the Ministry of Finance and Economy, was published on the Government Legislation Centre website. The draft provides for the deregulation of non-public closed-end investment funds (FIZ) by removing unnecessary formalities that limit their effectiveness. The most important change is the abolition of the obligation to register investment certificates with the National Depository for Securities (KDPW) and the discontinuation of the services of an issue agent. This will enable funds to avoid additional fees and allocate the capital saved directly to investments.

Under the new regulations, certificates may be recorded in internal records kept by the investment fund company, which represents a return to the solutions in place prior to 2019. To ensure security, the fund must clearly specify the place of registration of securities in its articles of association, and any change to this system will require the consent of the investors’ meeting. These simplifications, which are fully compliant with EU law, will enter into force 14 days after their announcement. You can read the draft here.

AI in the company: responsibility of the management board and employees

Employees are increasingly using AI-based tools in HR, marketing, finance and sales. This often happens without formal rules, without the knowledge of management and without awareness of the legal consequences. Today, the lack of regulation is not only a technological risk, but also a real legal and reputational risk.

Join us for a webinar where we will discuss how to responsibly manage artificial intelligence from the perspective of HR, compliance, and management.

Webinar date: 18 February, 10:00–11:00, online, language: Polish