TGC Corporate Lawyers Legal review – September 2023

Newsletter – changes in regulations and interesting decisions – September 2023.

1. Tax exemption for buyers of first apartment or house 

On the last day of August, an amendment to the Act on Tax on Civil Law Transactions came into force regarding the exemption from civil law transaction tax when buying the first apartment or house. The exemption applies to the purchase of:  

• single-family house,  
• ownership of a single-family residential building,  
• ownership of an apartment constituting a separate real property  
• cooperative ownership right to an apartment.  

Natural persons who before or on the date of sale were not entitled to any of these rights or a share in these rights acquired by inheritance and not exceeding 50% are entitled to exemption. The notary will verify whether the buyer of the property is entitled to exemption. It is the notary who is responsible for collecting the tax on civil law transactions. Thanks to the change, buyers of the first residential property have a chance to save up to several thousand zlotys, depending on its value.    

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2. Amendment to the Code of Civil Procedure – protection against dismissal  

On 22 September 2023, an amendment to the Code of Civil Procedure (CCP) in matters related to employment law came into force. The amendment introduces changes in proceedings for reinstatement to work and for declaring termination of an employment contract as ineffective. According to the new regulations, if the court finds the termination of the employment contract to be ineffective or the employee is reinstated to work, the court is obliged to impose on the employer the obligation to continue to employ the employee until the final conclusion of the proceedings. The court does this at the request of the employee.  

The amendment to the CCP also grants new rights to employees subject to special protection against termination of employment with or without notice. These people include:  

• pregnant employees;  
• employees in the pre-retirement period;  
• employees on maternity, paternity, parental or child raising leave;  
• employees called up for basic military service.  

These employees at any stage of the proceedings for declaring termination as ineffective or for reinstatement to work may apply to the court for security in the form of continued employment until the final conclusion of the proceedings. The court is obliged to grant the application if the claim of an employee subject to special protection is justified.  

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3. Amendment to the Commercial Companies Code – new type of company conversion 

On 15 September 2023, an amendment to the Commercial Companies Code (CCC) introduced changes in the conversion processes of companies (mergers,  divisions). The amendment to the CCC is aimed at implementing EU Directives on cross-border conversions (i.e.  Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 and Directive (EU) 2019/1151 of the European Parliament and of the Council of  20 June 2019). The new regulations apply also to domestic companies. A significant part of the changes concerns limited joint-stock partnerships and companies.  

The amendment introduces, among other things, a new form of division by separation. Such division is intended to transfer part of the assets of the company being divided to an existing or newly formed company for the shares in the recipient company or companies or newly formed companies which the company being divided takes over.  

Selected changes in the conversion processes:  

• granting a limited joint-stock partnership the capacity to divide (also cross-border) 
• introduction of the possibility of cross-border conversion of companies 
• introduction of a new type of a simplified merger 
• new rules for transferring the registered office of a company to another EU Member State or a country party to the EEA Agreement 
• introduction of mandatory opinions on cross-border mergers by tax authorities 
• introduction of conflict-of-law rules until a certificate of compatibility of the cross-border merger with national law is obtained 
• improving the protection of members, employees and creditors of a company subject to national and cross-border conversion 
• extension of statutory deadlines for individual stages of the process 

Although the new regulations are aimed at facilitating conversion processes, time will tell whether the amendment will not increase their formalisation. However, the changes should have a positive impact on the integration of companies within the EU single market. 

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4. The President signed the Act amending the Geological and Mining Law 

In September, the President signed the Act of 16 June 2023 amending the Geological and Mining Law and certain other acts, which is intended to implement the recommendations of the Supreme Audit Office after inspection, regarding the selection of strategic mineral deposits along with the introduction of mechanisms to secure the possibility of their exploitation. The main assumptions of the Act are to increase the protection of deposits by introducing a definition of a strategic deposit, introduce new rules on energy and climate transformation and new powers of mining supervisory authorities. 

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5. Facilitating the setting up of a new business 

From 13 September, new rules for setting up business have been in force in connection with the entry into force of the Regulation of the Minister of Finance concerning templates of documents related to registration for value added tax. The aim of the changes is to simplify and speed up the process of setting up a business.  

Currently, an entrepreneur can submit a VAT-R registration application without providing a NIP number. Before, it was necessary to have a NIP number to submit VAT-R form. The form is now submitted together with the registration application to CEIDG (Central Register and Information on Business Activity). On the basis of these documents, the competent head of tax office will assign a NIP number. The process of setting up a business is now limited to submitting CEIDG-1 and VAT-R forms via CEIDG or using the mObywatel application.  

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6. Changes in the rules of employment of juvenile workers 

In connection with the entry into force  of Regulation of  the Council of Ministers of 6 July 2023, from 1 September 2023 new remuneration rates apply to juvenile workers and young people undergoing apprenticeship to perform specific work. From 30 September, a new list of works forbidden to juveniles is in force (Regulation of  the Council of Ministers of 19 June 2023). Employment of juvenile workers over the age of 16 in certain prohibited jobs will be allowed only if it is necessary for vocational training. 

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7. Webinar: E-delivery for commercial companies – how to prepare for the new obligation? 

The use of electronic delivery service will soon become mandatory for commercial companies. Although the transition to e-delivery will facilitate and accelerate communication with administrative authorities, the implementation of the new obligation may be a challenge for many businesses. We encourage you to watch a recording of our webinar on how to prepare for the implementation of electronic delivery in organizations.

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