TGC Corporate Lawyers Legal review – September 2025

Newsletter – changes in law regulations. September 2025

Suspension of business activities in a limited liability company – practical aspects

Once an entity ceases to conduct operational activities, a decision must be made whether it is time to definitively close down business, liquidate the company or suspend the operation for a certain period of time and take up the activity after its conclusion. In accordance with the provisions of Entrepreneurs Law Act companies entered into the National Court Register (KRS) can suspend their business activities for a period of up to 24 months.

Learn more, read the article by our expert, Paulina Bereda.

AI in the workplace. How to avoid penalties and comply with the law?

On July 12, 2024, the Regulation of the European Parliament and of the Council (EU) regulating artificial intelligence systems and AI models, commonly known as the AI Act, was published. It defines the principles for the development, implementation, and use of artificial intelligence in European Union countries. The provisions of the Regulation are coming into force gradually and cover both providers of AI-based solutions and entities that use them.

To learn more about the employers obligations, read the article by our expert, Piotr Kryczek.

Certification of public procurement contractors to be introduced – Act signed

On 27 August 2025, the President signed the Act of 5 August 2025 on the certification of public procurement contractors. The Act introduces voluntary certification of public procurement contractors, which aims to simplify and speed up the contractors`verification process. The certificate will confirm that the company is not subject to exclusion from the tender due to the implementation of so-called self-cleaning as part of the certification procedure and has the appropriate capabilities to properly perform the contract. Thanks to this, contractors will be able to participate in various proceedings multiple times without having to collect documents each time, which will save time for both them and the contracting authorities. The certification, granted for 1 to 3 years by accredited entities, is intended to increase the transparency and professionalism of the sector.

The Act shall enter into force 10 months after its publication in the Journal of Laws. You can read the text of the Act here.

Change in restructuring law

New regulations, which came into force on August 23, 2025, introduce a significant change in Polish restructuring law – the so-called “satisfaction test.” This is a tool designed to assess whether the restructuring of an indebted company is more beneficial to its creditors than declaring it bankrupt. The test is prepared by the supervisor or administrator, and its purpose is to ensure greater transparency and protect the interests of individuals and companies to whom the debtor owes money.

The satisfaction test is based on a detailed valuation of the debtor’s assets and a forecast of the extent to which its creditors will be satisfied as part of the restructuring. This document must contain accurate information on the assumptions and valuation methods used, which makes it a key element in the decision-making process. It allows for an objective comparison of which path — restructuring or bankruptcy — will bring creditors a greater return on their claims. The new regulations apply to all restructuring proceedings initiated after August 23, 2025.

You can read the text of the act here.

New draft version of amendments to the Family Foundation Act

On 24th September, the Ministry of Finance announced a new draft version of the Family Foundation regulations, which introduces several key amendments.

One change relates to the previously proposed three-year holding period for acquired assets before the foundation can sell them. This restriction is now set to apply only to assets acquired after 31st December 2025, correcting the original proposal which specified the date as 31st August 2025. This modification was introduced in response to speculation regarding the possibility of inadmissible retroactive law.

Another significant modification concerns the issue of short-term rentals as a source of foundation income. The previous draft assumed that only income from direct rental by the family foundation, exclusively for residential purposes, would be exempt from Corporate Income Tax (CIT). In the new version, this provision has been clarified: the rental ban will also cover “commercial premises designated for 24-hour accommodation”.

The rules regarding the foundation’s shares in foreign entities that are not obliged to pay tax in their jurisdiction have also been changed. The foundation will be able to place its assets there, but only on the condition that these entities conduct activity similar to Polish family foundations, i.e., primarily focusing on passive asset management.

The remaining parts of the draft have not been altered. Crucially, the draft still assumes that the new regulations will come into force on 1st January 2026. You can familiarise yourself with the content of the draft here.

Webinar: E-delivery for commercial law companies – has your company already implemented e-delivery?

The use of electronic delivery has become mandatory for commercial law companies. Replacing traditional written communication with e-delivery is intended to facilitate and speed up communication and proceedings. Implementing this obligation may be a challenge for many entrepreneurs. We invite you to watch our webinar, during which we will explain how to prepare for the transition to e-delivery.

Location: Online

Webinar date: Thursday, October 9, 2025, 3:00 p.m. – 3:30 p.m.

Webinar: New PKD 2025 codes – how to avoid misclassification?

Significant changes to the Polish Classification of Activities (PKD) came into effect in 2025. Learn how to properly adapt your business to the new regulations to avoid misclassification, registration issues, and additional costs. Watch the recording of our webinar.