Author: ts_pm

A team of GWW lawyers led by Michał Sękowski, attorney, advised PKP Polskie Linie Kolejowe (Polish State Railways) at the stage of choosing the TBM technology and negotiating provisions of the subcontract with the supplier thereof. The solution adopted will allow achieving a key element in the implementation of a multi-million zloty contract in Łódź at a minimized risk.

Details of the chosen technology:
https://www.transport-publiczny.pl/mobile/lodzki-tunel-kolejowy-wydraza-dwie-tarcze-tbm-wykonawca-juz-je-zamowil-60985.html 

Simple Joint Stock Company (Prosta Spółka Akcyjna – PSA) introduces many facilitations, adapting formal issues to the existing business reality, which may be attractive for entrepreneurs. However, its construction is not as simple as the name would suggest.  Rafał Pietruszewski, attorney, discusses issues related to PSA for Puls Biznesu.

– It is regulated by 133 articles of the Code of Commercial Companies and Partnerships, introducing, inter alia, new institutions and mechanisms (such as equity capital, solvency test), some of which, especially among those who are not lawyers, may raise doubts. It should be borne in mind that the complexity of the PSA regulations and the possibility of introducing flexible provisions to the articles of association, different from the standard provided for in the Code, mean that cooperation with lawyers seems to be necessary when establishing and running a PSA – to avoid mistakes in understanding and operating the PSA institution.

– The issue that raises some doubts is the so-called solvency test – a possibility for the management to pay money to PSA shareholders, provided that the company is able to repay mature financial liabilities within six months from the date of payment. The very idea of ​​the solvency test is very interesting, but the assessment whether the board meets the abovementioned condition may not be easy in practice. – says Pietruszewski.

Link to the article: https://www.pb.pl/prosta-spolka-akcyjna-wcale-nie-taka-prosta-954238 

The same member of the management board is allowed to be appointed in advance for the next term in a joint-stock company (spółka akcyjna). It may happen no earlier than one year before the end of his/her current term of office. Can a member of the management of a limited liability company (spółka z o.o.) also be appointed in advance?

An article by Marcin Borkowski, PhD, was published in Dziennik Gazeta Prawna.

Text can be downloaded below.

Recent numerous fires caused by incorrect way of storing waste resulted in the need for legislative changes aimed at establishing detailed rules for the storage thereof. Marta Banasiak summarizes solutions that were proposed in the recently published draft regulation, which include guidelines with regard to places and ways of storing waste.

Link to the article: https://sozosfera.pl/odpady/zmiany-w-zakresie-magazynowania-odpadow/ 

In the January issue of Przegląd Prawa Handlowego we can find an article by Marcin Borkowski, PhD, describing how a company may repair actions taken by a false office holder. At the same time, the article draws attention to the limitations in the possibility of challenging such activities by third parties.

– The fact that a false office holder of a legal person is still entered in the Register of Entrepreneurs of the National Court Register under Articles 14-17 of the Act on the National Court Register, undoubtedly results in the fact that the company – as an entity obliged to update these data – will  have a limited possibility to refer to the defectiveness of the action taken by a false member of the management board. In a situation where the company failed to disclose certain data in the National Court Register, it is not justified to limit a third party’s possibility to refer to the inconsistency of such data with facts. Arguments against such a limitation comprise not only reasons of the purposive nature, including the protection of the interests of the contractors of the company, but also the analysis of legal norms resulting from Articles 14-17 of the Act on the National Court Register – says Marcin Borkowski, PhD.

The Rzeszów branch office of GWW in cooperation with the Chamber of Commerce and Industry organized a training for entrepreneurs in the field of mandatory disclosure of tax schemes (MDR). Regulations, which came into force on 1 January, are highly complex and ambiguous. Our experts, Andrzej Ladziński, tax advisor and managing partner of GWW Tax and Dominik Wasiluk, lawyer, discussed several doubts that arise in the field of these new regulations.

On 1 January, the Act of 23 October 2018 amending the Personal Income Tax Act, the Corporate Income Tax Act, the Tax Ordinance Act, and some other acts (Journal of Laws of 2018, item 800, as amended) came into force. The amendment introduced the obligation to disclose tax schemes (MDR), adding to Section III of the Tax Ordinance a new Chapter 11a – “Information about tax schemes”.

Under the new regulations, every entrepreneur who undertakes activities aimed at obtaining a tax advantage is in principle obliged to inform the tax authorities about his activities. The obligation includes providing information on tax planning as well as tax reliefs and preferences. 

The regulations introduced are highly complex and ambiguous. It is worth noting that improper or untimely fulfillment of disclosure obligations may be considered as a fiscal offense. 

The training took place on 5 February 2019 in Rzeszów.

After the entry into force of changes in the settlement of expenses for cars, it is not known how to settle lease contracts for passenger cars concluded before the end of 2018. Transitional provisions do not clarify in which part expenses related to their use can now be recognized as tax-deductible. We invite you to read the commentary of the tax advisor Krzysztof Kasprzyk, who shows that the literal interpretation of an ambiguous transitional provision may not be consistent with the intention of the legislators.

Link to the article: https://www.prawo.pl/podatki/rozliczenie-leasingu-samochodow-w-kosztach-przepisy-przejsciowe,368164.html 

The emission fee, effective from 1 January 2019, is to become one of the tools in the struggle for clean air. Entities introducing motor fuels to the domestic market were obliged to pay it, or more precisely – entities performing activities subject to excise tax applicable to these fuels. Some of funds thus obtained may return to entrepreneurs in the form of non-returnable subsidies, loans or other repayable forms of financial support.

An article by Marta Banasiak describing, among other things, purposes for which the emission fee can be allocated and information about support from the Low-Carbon Transport Fund (Fundusz Niskoemisyjnego Transportu) can be found on the sozosfera.pl portal.

The article is available at the link: https://sozosfera.pl/finanse/oplata-emisyjna-poprawa-jakosci-powietrza/ 

In the January issue of Przegląd Komunalny, an article by Dorota Chramęga, attorney, was presented, in which Ms. Chramęga discusses the issue of noise generated by industry on the example of the judgment of the Supreme Administrative Court of 20 February 2018 (case No. II OSK 1949/17).

– The fact whether a local spatial development plan has been enacted for a given area determines in principle the procedure for establishing the permissible noise level for areas located outside premises of a given plant. Currently, all such acts of local law contain regulations applicable to particular areas covered by provisions of such documents, according to the types of areas specified in the regulation in respect of the noise protection.

The article is available at the following link: https://gww.pl/pl/publikacje/dopuszczalny-haas-generowany-przez-przemys/ 

Changes regarding the possibility of including a loan claim in the form of a contribution to a capital company to the tax deductible costs became effective on 1 January 2019.

According to Radosław Graboś, the new regulation clearly shows that the legislator defines contribution of a loan claim as a non-cash contribution. This in fact closes the way to the qualification of claims as cash contributions. In addition, payment of a loan to the company's payment account is a prerequisite to recognize it as a tax deductible cost. This means that it is impossible to qualify previously deducted mutual receivables between the company and shareholders as tax deductible costs.

We invite you to read the article at: https://www.rp.pl/Podatek-dochodowy/301219997-Nowe-prawo-2019-Jakie-sa-skutki-konwersji-dlugu-na-kapital-zakladowy.html