Deregulation of the Commercial Companies Code

In June 2025, the Ministry of Justice presented a draft amendment to the Commercial Companies Code and two related laws: on liability of collective entities and on anti-money laundering. The aim of the amendments is to simplify procedures and bring the legislation in line with business practice.

Three key changes have been proposed to the Commercial Companies Code. Firstly, persons convicted of certain offences will be able – within three months of the judgment becoming final – to apply for the revocation or shortening of the ban on holding functions in company bodies. Secondly, it is planned to repeal Article 586 of the Code of Commercial Companies, which penalises the failure to file a bankruptcy petition by members of the management board – the provision was deemed outdated, ineffective and duplicating the norms of the Penal Code. Thirdly, criminal cases under Articles 587-592 of the Code of Commercial Companies will be transferred to the jurisdiction of district courts, which is expected to streamline their examination.

The Liability of Collective Entities Act introduces a new mode of agreement with the public prosecutor and a limitation of penalties to 1.5% of annual revenue. The provisions on the obliteration of liability have also been simplified and the possibility of ordering compensation for damage or redress for harm suffered, and securing such compensation even before proceedings are initiated, has been introduced.

In turn, an amendment to the AML Act allows for fines of up to PLN 1 million to be imposed directly on employees of obliged institutions who have committed gross breaches of duty. This moves away from exclusive institutional liability to increased individual liability.

The amendment is expected to enter into force 14 days after its announcement. It may have significant implications for the practice of economic criminal law and the activities of corporate entities.

Full article is available in Polish here.