One of the many questions asked by our clients is: “Does Polish law recognise the concept of ‘piercing the corporate veil?’” Is it possible to disregard the separate legal personality of a company or corporation and make shareholders liable for the debts of the company? This question has been asked since the introduction of the market economy in Poland (in 1989) and there is still no clear answer.

The coronavirus pandemic poses new risks and challenges for business at a scale unknown before. In order to assist businesses, the Polish government has announced that a PLN 212 bn ($53bn) stimulus package will be put in place. For a summary see our previous post. Start up of the aid package will take time, and the shape of further aid to come is as yet unknown.

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 CONTENTS CORPORATE LAW NEWSLETTER I MARCH, 2017 I CAPITALIZAR PROGRAMME – PRESS RELEASE FROM THE COUNCIL OF MINISTERS OF 16 MARCH 2017 2 II NATIONAL LEGISLATION 5 III NATIONAL CASE LAW 6 NEWSLETTER I CORPORATE WWW.CUATRECASAS.COM NEWSLETTER I CORPORATE 2/7 NEWSLETTER CORPORATE LAW I CAPITALIZAR PROGRAMME – PRESS RELEASE FROM THE COUNCIL OF MINISTERS OF 16 MARCH 2017 One of the priorities of the programme of the 21st Constitutional Government is to reduce the high level of corporate borrowing and to improve conditions for investment, which is why the capitalisation of companies is one

Judgment of the Supreme Court of Justice of 1 July 2014 

This judgment concludes that the Insolvency Plan is an alternative corporate recovery  measure which aims to satisfy the interests of the creditors, which applies  indiscriminately to natural and to legal persons. When the insolvent is a natural person,  the fact that the liquidation of its assets within the insolvency proceedings took place  without the full payment of the claims, is still not enough to declare the release of the  debtor.

Judgment of the Supreme Court of Justice No 15/2014, published in Diário da República (Portuguese official gazette) No 24 of 2014-12-22

Insolvency – Insolvency Administrator – Presumption of bad faith

Judgment of the Court of Appeal of Lisbon of 02-06-2015

Interpretation of the intentions of a commercial company – Attribution of communications by members of corporate bodies – Signatures

DOING BUSINESS IN PORTUGAL A legal and tax perspective This guide provides general information to investors intending to operate in Portugal on legal issues on which they may need advice. It is not intended, and cannot be considered, as a comprehensive and detailed analysis of Portuguese law or, under any circumstances, as legal advice from Cuatrecasas, Gonçalves Pereira. This guide was drafted on the basis of information available as of October, 2015. Cuatrecasas, Gonçalves Pereira is under no obligation and assumes no responsibility to update this information. All rights reserved.

The Fiduciary Duties of Directors

When a company enters the zone of insolvency (the so-called “twilight zone”), conflicts of interest between the company, its shareholders and the different stakeholders, such as creditors, are ignited and the pressure on directors for contradictory forms of action is intensified.

Judgement No. 362/2015 - Official Gazette No. 186/2015, Series II of 09/23/2015

The Constitutional Court ruled unconstitutional the provision of Article 100 of the Insolvency and Corporate Recovery Code, approved by Decree-Law No. 53/2004, of March 18, if interpreted as the declaration of insolvency provided therein suspends the limitation deadline of tax debts attributable to the responsible subsidiary responsible person according to the tax procedure.

Judgment of the Supreme Court of 08/10/2015